e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010 |
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER: 001-33097
GLADSTONE COMMERCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND
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02-0681276 |
(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.) |
organization) |
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1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VIRGINIA 22102
(Address of principal executive office)
(703) 287-5800
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The number of shares of the registrants Common Stock, $0.001 par value, outstanding as of July 30,
2010 was 8,545,264.
GLADSTONE COMMERCIAL CORPORATION
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 2010
TABLE OF CONTENTS
GLADSTONE COMMERCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, 2010 |
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December 31, 2009 |
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ASSETS |
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Real estate, at cost |
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$ |
391,329,596 |
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$ |
390,753,892 |
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Less: accumulated depreciation |
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38,886,713 |
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34,111,952 |
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Total real estate, net |
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352,442,883 |
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356,641,940 |
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Lease intangibles, net |
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26,246,904 |
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28,177,461 |
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Mortgage note receivable |
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10,000,000 |
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10,000,000 |
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Cash and cash equivalents |
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3,312,409 |
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3,096,598 |
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Restricted cash |
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2,295,525 |
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2,633,538 |
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Funds held in escrow |
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2,344,342 |
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2,487,680 |
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Deferred rent receivable |
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9,697,709 |
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8,975,196 |
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Deferred financing costs, net |
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2,653,246 |
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3,136,055 |
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Prepaid expenses and other assets |
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2,186,373 |
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1,716,905 |
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TOTAL ASSETS |
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$ |
411,179,391 |
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$ |
416,865,373 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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LIABILITIES |
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Mortgage notes payable |
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$ |
251,453,252 |
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$ |
252,761,651 |
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Borrowings under line of credit |
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36,300,000 |
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33,200,000 |
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Deferred rent liability |
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2,738,784 |
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3,213,195 |
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Asset retirement obligation liability |
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2,380,748 |
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2,305,644 |
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Accounts payable and accrued expenses |
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1,530,275 |
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2,086,741 |
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Due to Adviser (Refer to Note 2) |
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1,292,211 |
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1,213,640 |
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Obligation under capital lease |
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253,841 |
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247,686 |
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Rent received in advance, security deposits and funds held in escrow |
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3,321,442 |
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3,386,274 |
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Total Liabilities |
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299,270,553 |
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298,414,831 |
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STOCKHOLDERS EQUITY |
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Redeemable preferred stock, $0.001 par value; $25 liquidation
preference;
2,300,000 shares authorized and 2,150,000 shares issued and
outstanding at June 30, 2010 and December 31, 2009,
respectively |
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2,150 |
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2,150 |
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Senior common stock, $0.001 par value; 4,000,0000 shares authorized
and
2,073 and 0 shares issued and outstanding at June 30, 2010 and
December 31, 2009, respectively |
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2 |
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Common stock, $0.001 par value, 43,700,000 shares authorized and
8,545,264 and 8,563,264 shares issued and outstanding at June
30, 2010 and December 31, 2009, respectively |
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8,545 |
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8,563 |
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Additional paid in capital |
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170,404,393 |
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170,622,581 |
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Notes receivable employees |
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(2,260,586 |
) |
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(2,304,999 |
) |
Distributions in excess of accumulated earnings |
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(56,245,666 |
) |
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(49,877,753 |
) |
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Total Stockholders Equity |
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111,908,838 |
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118,450,542 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
411,179,391 |
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$ |
416,865,373 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
GLADSTONE COMMERCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the three months ended June 30, |
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For the six months ended June 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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Operating revenues |
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Rental income |
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$ |
10,409,519 |
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$ |
10,379,172 |
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$ |
20,824,586 |
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$ |
20,767,420 |
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Interest income from mortgage note receivable |
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189,583 |
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189,583 |
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377,083 |
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377,083 |
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Tenant recovery revenue |
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82,285 |
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82,734 |
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164,695 |
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165,167 |
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Total operating revenues |
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10,681,387 |
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10,651,489 |
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21,366,364 |
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21,309,670 |
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Operating expenses |
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Depreciation and amortization |
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3,390,492 |
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3,282,629 |
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6,712,362 |
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6,590,438 |
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Property operating expenses |
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229,733 |
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230,785 |
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474,088 |
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467,595 |
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Due diligence expense |
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6,886 |
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21,876 |
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16,433 |
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Base management fee (Refer to Note 2) |
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296,141 |
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357,650 |
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608,705 |
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730,298 |
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Incentive fee (Refer to Note 2) |
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829,264 |
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812,653 |
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1,675,456 |
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1,598,942 |
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Administration fee (Refer to Note 2) |
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219,119 |
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257,207 |
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451,003 |
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481,561 |
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Professional fees |
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201,801 |
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125,965 |
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377,411 |
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361,161 |
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Insurance expense |
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56,513 |
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48,125 |
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112,838 |
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96,804 |
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Directors fees |
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49,025 |
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50,386 |
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98,443 |
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100,088 |
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Stockholder-related expenses |
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78,596 |
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88,245 |
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123,812 |
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171,892 |
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Asset retirement obligation expense |
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37,857 |
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35,476 |
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75,104 |
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70,384 |
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General and administrative |
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17,733 |
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15,453 |
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35,563 |
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26,005 |
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Total operating expenses before credit from Adviser |
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5,406,274 |
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5,311,460 |
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10,766,661 |
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10,711,601 |
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Credit to incentive fee |
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(56,073 |
) |
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(129,623 |
) |
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(56,073 |
) |
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(364,704 |
) |
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Total operating expenses |
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5,350,201 |
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5,181,837 |
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10,710,588 |
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10,346,897 |
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Other income (expense) |
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Interest income from temporary investments |
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113 |
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184 |
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378 |
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17,465 |
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Interest income employee loans |
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42,574 |
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48,862 |
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85,674 |
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|
97,748 |
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Other income |
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5,013 |
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|
11,320 |
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|
8,329 |
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|
11,320 |
|
Interest expense |
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(4,372,435 |
) |
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(4,433,998 |
) |
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(8,657,373 |
) |
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(8,921,555 |
) |
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Total other expense |
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(4,324,735 |
) |
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(4,373,632 |
) |
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(8,562,992 |
) |
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(8,795,022 |
) |
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Income from continuing operations |
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1,006,451 |
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1,096,020 |
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2,092,784 |
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2,167,751 |
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Discontinued operations |
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Income from discontinued operations |
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20,916 |
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38,754 |
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Total discontinued operations |
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20,916 |
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38,754 |
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Net income |
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1,006,451 |
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|
1,116,936 |
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2,092,784 |
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2,206,505 |
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Distributions attributable to preferred stock |
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(1,023,437 |
) |
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(1,023,437 |
) |
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(2,046,876 |
) |
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|
(2,046,875 |
) |
Distributions attributable to senior common stock |
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(375 |
) |
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(375 |
) |
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Net (loss) income available to common stockholders |
|
$ |
(17,361 |
) |
|
$ |
93,499 |
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$ |
45,533 |
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$ |
159,630 |
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Earnings per weighted average share of common stock basic |
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Income from continuing operations (net of distributions
attributable to preferred stock) |
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$ |
0.00 |
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|
$ |
0.01 |
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|
$ |
0.01 |
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|
$ |
0.02 |
|
Discontinued operations |
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|
0.00 |
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|
0.00 |
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|
0.00 |
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|
0.00 |
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Net income available to common stockholders |
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$ |
0.00 |
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|
$ |
0.01 |
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|
$ |
0.01 |
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|
$ |
0.02 |
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Earnings per weighted average share of common stock diluted |
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Income from continuing operations (net of dividends attributable
to preferred stock) |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
0.02 |
|
Discontinued operations |
|
|
0.00 |
|
|
|
0.00 |
|
|
|
0.00 |
|
|
|
0.00 |
|
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|
Net income available to common stockholders |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
|
|
|
|
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|
Weighted average shares of common stock outstanding basic |
|
|
8,545,264 |
|
|
|
8,563,264 |
|
|
|
8,551,927 |
|
|
|
8,563,264 |
|
|
|
|
|
|
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|
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|
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|
Weighted
average shares of common stock outstanding diluted |
|
|
8,546,529 |
|
|
|
8,563,264 |
|
|
|
8,552,563 |
|
|
|
8,563,264 |
|
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|
Earnings per weighted average share of senior common stock |
|
$ |
0.26 |
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|
$ |
0.00 |
|
|
$ |
0.52 |
|
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$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Weighted average shares of senior common stock outstanding basic |
|
|
1,435 |
|
|
|
0 |
|
|
|
722 |
|
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|
0 |
|
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|
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|
|
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|
The accompanying notes are an integral part of these consolidated financial statements.
4
GLADSTONE COMMERCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,092,784 |
|
|
$ |
2,206,505 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization, including discontinued operations |
|
|
6,712,362 |
|
|
|
6,600,853 |
|
Amortization of deferred financing costs |
|
|
544,080 |
|
|
|
723,828 |
|
Amortization of deferred rent asset and liability, net |
|
|
(347,663 |
) |
|
|
(266,035 |
) |
Accretion of obligation under capital lease |
|
|
6,155 |
|
|
|
6,154 |
|
Asset retirement obligation expense, including discontinued operations |
|
|
75,104 |
|
|
|
70,845 |
|
Increase in prepaid expenses and other assets |
|
|
(963,368 |
) |
|
|
(137,854 |
) |
Increase in deferred rent receivable |
|
|
(849,261 |
) |
|
|
(1,082,278 |
) |
(Decrease) increase in accounts payable, accrued expenses, and amount
due Adviser |
|
|
(478,074 |
) |
|
|
230,245 |
|
Increase (decrease) in rent received in advance |
|
|
273,181 |
|
|
|
(210,575 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
7,065,300 |
|
|
|
8,141,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Real estate investments |
|
|
(575,704 |
) |
|
|
(54,319 |
) |
Leasing commissions paid |
|
|
(7,044 |
) |
|
|
(298,270 |
) |
Receipts from lenders for reserves held in escrow |
|
|
1,016,102 |
|
|
|
773,187 |
|
Payments to lenders for reserves held in escrow |
|
|
(872,764 |
) |
|
|
(919,041 |
) |
Decrease (increase) in restricted cash |
|
|
338,013 |
|
|
|
(668,151 |
) |
Deposits refunded |
|
|
250,000 |
|
|
|
200,000 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
148,603 |
|
|
|
(966,594 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from issuance of senior common stock |
|
|
30,000 |
|
|
|
|
|
Offering costs |
|
|
(4,500 |
) |
|
|
|
|
Principal repayments on mortgage notes payable |
|
|
(1,308,399 |
) |
|
|
(1,160,248 |
) |
Principal repayments on employee notes receivable |
|
|
44,413 |
|
|
|
6,921 |
|
Borrowings from line of credit |
|
|
13,400,000 |
|
|
|
39,300,000 |
|
Repayments on line of credit |
|
|
(10,300,000 |
) |
|
|
(19,000,000 |
) |
Repayment of short-term loan |
|
|
|
|
|
|
(20,000,000 |
) |
Receipts from tenants for reserves |
|
|
1,036,621 |
|
|
|
1,996,723 |
|
Payments to tenants from reserves |
|
|
(947,606 |
) |
|
|
(1,339,968 |
) |
(Decrease) increase in security deposits |
|
|
(427,028 |
) |
|
|
11,396 |
|
Payments for deferred financing costs |
|
|
(61,271 |
) |
|
|
(103,563 |
) |
Distributions paid for common and preferred |
|
|
(8,460,322 |
) |
|
|
(8,469,322 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(6,998,092 |
) |
|
|
(8,758,061 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
215,811 |
|
|
|
(1,582,967 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
3,096,598 |
|
|
|
4,503,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
3,312,409 |
|
|
$ |
2,920,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH OPERATING, INVESTING AND FINANCING INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeiture of common stock in satisfaction of employee note receivable |
|
$ |
243,900 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior common dividend issued in the dividend reinvestment program |
|
$ |
375 |
|
|
$ |
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
5
GLADSTONE COMMERCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Significant Accounting Policies
Gladstone Commercial Corporation (the Company) was incorporated on February 14, 2003 under the
General Corporation Law of Maryland. The Company operates in a manner so as to qualify as a real
estate investment trust (REIT) for federal income tax purposes and exists primarily for the
purposes of engaging in the business of investing in real estate properties net leased to
creditworthy entities and making mortgage loans to creditworthy entities. Subject to certain
restrictions and limitations, the business of the Company is managed by Gladstone Management
Corporation, a Delaware corporation (the Adviser).
Subsidiaries
The Company conducts substantially all of its operations through a subsidiary, Gladstone Commercial
Limited Partnership, a Delaware limited partnership (the Operating Partnership). As the Company
currently owns all of the general and limited partnership interests of the Operating Partnership
through GCLP Business Trust I and II, as discussed in more detail below, the financial position and
results of operations of the Operating Partnership are consolidated with those of the Company.
Gladstone Commercial Lending, LLC, a Delaware limited liability company (Gladstone Commercial
Lending) and a subsidiary of the Company, was created to conduct all operations related to real
estate mortgage loans of the Company. As the Operating Partnership currently owns all of the
membership interests of Gladstone Commercial Lending, the financial position and results of
operations of Gladstone Commercial Lending are consolidated with those of the Company.
Gladstone Commercial Advisers, Inc., a Delaware corporation (Commercial Advisers) and a
subsidiary of the Company, is a taxable REIT subsidiary (TRS), which was created to collect all
non-qualifying income related to the Companys real estate portfolio. It is currently anticipated
that this income will predominately consist of fees received by the Company related to the leasing
of real estate. There have been no such fees earned to date. Since the Company owns 100% of the
voting securities of Commercial Advisers, the financial position and results of operations of
Commercial Advisers are consolidated with those of the Company.
GCLP Business Trust I and GCLP Business Trust II, each a subsidiary and business trust of the
Company, were formed under the laws of the Commonwealth of Massachusetts on December 28, 2005. The
Company transferred its 99% limited partnership interest in the Operating Partnership to GCLP
Business Trust I in exchange for 100 trust shares. Commercial Partners transferred its 1% general
partnership interest in the Operating Partnership to GCLP Business Trust II in exchange for 100
trust shares.
Interim Financial Information
Interim financial statements of the Company are prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP) for interim financial information and
pursuant to the requirements for reporting on Form 10-Q and in accordance with Article 10 of
Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared
in accordance with GAAP are omitted. In the opinion of the Companys Management, all adjustments,
consisting solely of normal recurring accruals, necessary for the fair statement of the financial
statements for the interim period have been included. The interim financial statements and notes
thereto should be read in conjunction with the financial statements and notes thereto included in
the Companys Form 10-K for the year ended December 31, 2009, as filed with the Securities and
Exchange Commission on February 24, 2010.
6
Investments in Real Estate
The Company records investments in real estate at cost and capitalizes improvements and
replacements when they extend the useful life or improve the efficiency of the asset. The Company
expenses costs of repairs and maintenance as such costs are incurred. The Company computes
depreciation using the straight-line method over the estimated useful life or 39 years for
buildings and improvements, 5 to 7 years for equipment and fixtures and the shorter of the useful
life or the remaining lease term for tenant improvements and leasehold interests.
The Company accounts for its acquisitions of real estate in accordance with Accounting Standards
Codification (ASC) 805, Business Combinations, which requires that the purchase price of real
estate be recorded at fair value and allocated to the acquired tangible assets and liabilities,
consisting of land, building, tenant improvements, long-term debt and identified intangible assets
and liabilities, consisting of the value of above-market and below-market leases, the value of
in-place leases, the value of unamortized lease origination costs, the value of tenant
relationships and the value of capital lease obligations, based in each case on their fair values.
ASC 805 also requires that all expenses related to the acquisition be expensed as incurred, rather
than capitalized into the cost of the acquisition as had been the previous accounting.
Managements estimates of value are made using methods similar to those used by independent
appraisers (e.g., discounted cash flow analysis). Factors considered by Management in its analysis
include an estimate of carrying costs during hypothetical expected lease-up periods considering
current market conditions and costs to execute similar leases. The Company also considers
information obtained about each property as a result of its pre-acquisition due diligence,
marketing and leasing activities in estimating the fair value of the tangible and intangible assets
and liabilities acquired. In estimating carrying costs, Management also includes real estate taxes,
insurance and other operating expenses and estimates of lost rentals at market rates during the
hypothetical expected lease-up periods, which primarily range from nine to eighteen months,
depending on specific local market conditions. Management also estimates costs to execute similar
leases, including leasing commissions, legal and other related expenses to the extent that such
costs are not already incurred in connection with a new lease origination as part of the
transaction.
The Company allocates purchase price to the fair value of the tangible assets of an acquired
property by valuing the property as if it were vacant. The as-if-vacant value is allocated to
land, building, and tenant improvements based on Managements determination of the relative fair
values of these assets. Real estate depreciation expense on these tangible assets, including
discontinued operations, was approximately $2.4 million and $4.8 million for the three and six
months ended June 30, 2010, respectively, and approximately $2.4 million and $4.7 million for the
three and six months ended June 30, 2009, respectively.
Above-market and below-market in-place lease values for owned properties are recorded based on the
present value (using an interest rate which reflects the risks associated with the leases acquired)
of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases
and (ii) Managements estimate of fair market lease rates for the corresponding in-place leases,
measured over a period equal to the remaining non-cancelable term of the lease. The capitalized
above-market lease values, included in the accompanying balance sheet as part of deferred rent
receivable, are amortized as a reduction of rental income over the remaining non-cancelable terms
of the respective leases. Total amortization related to above-market lease values was approximately
$63,000 and $127,000 for both the three and six months ended June 30, 2010 and 2009, respectively.
The capitalized below-market lease values, included in the accompanying consolidated balance sheet
as deferred rent liability, are amortized as an increase to rental income over the remaining
non-cancelable terms of the respective leases. Total amortization related to below-market lease
values was approximately $231,000 and $474,000 for the three and six months ended June 30, 2010,
respectively, and approximately $196,000 and $393,000 for the three and six months ended June 30,
2009, respectively.
The total amount of the remaining intangible assets acquired, which consist of in-place lease
values, unamortized lease origination costs, and customer relationship intangible values, are
allocated based on Managements evaluation of the specific characteristics of each tenants lease
and the Companys overall relationship with that respective tenant. Characteristics to be
considered by Management in allocating these
7
values include the nature and extent of our existing business relationships with the tenant, growth
prospects for developing new business with the tenant, the tenants credit quality and the
Companys expectations of lease renewals (including those existing under the terms of the lease
agreement), among other factors.
The value of in-place leases and unamortized lease origination costs are amortized to expense over
the remaining term of the respective leases, which generally range from 10 to 15 years. The value
of customer relationship intangibles, which is the benefit to the Company resulting from the
likelihood of an existing tenant renewing its lease, are amortized to expense over the remaining
term and any anticipated renewal periods in the respective leases, but in no event does the
amortization period for intangible assets exceed the remaining depreciable life of the building.
Should a tenant terminate its lease, the unamortized portion of the above-market and below-market
lease values, in-place lease values, unamortized lease origination costs and customer relationship
intangibles will be immediately charged to the related income or expense. Total amortization
expense related to these intangible assets, including discontinued operations, was approximately
$1.0 million and $1.9 million for the three and six months ended June 30, 2010, respectively, and
approximately $0.9 million and $1.9 million for the three and six months ended June 30, 2009,
respectively.
Impairment
Investments in Real Estate
The Company accounts for the impairment of real estate in accordance with ASC 360-10-35, Property,
Plant, and Equipment, which requires the Company to periodically review the carrying value of each
property to determine if circumstances indicate impairment in the carrying value of the investment
exist or that depreciation periods should be modified. If circumstances support the possibility of
impairment, the Company prepares a projection of the undiscounted future cash flows, without
interest charges, of the specific property and determines if the investment in such property is
recoverable. If impairment is indicated, the carrying value of the property would be written down
to its estimated fair value based on the Companys best estimate of the propertys discounted
future cash flows. There have been no impairments recognized on real estate assets in the
Companys history.
In light of current economic conditions, the Company performed an impairment analysis of its entire
portfolio at June 30, 2010. In performing the analysis, the Company considered such factors as the
tenants payment history and financial condition, the likelihood of lease renewal, business
conditions in the industry in which the tenants operate and whether the carrying value of the real
estate has decreased. The Company concluded that none of its properties were impaired, and will
continue to monitor its portfolio for any indicators that may change this conclusion.
Provision for Loan Losses
The Companys accounting policies require it to reflect in its financial statements an allowance
for estimated credit losses with respect to mortgage loans that it has made based upon its
evaluation of known and inherent risks associated with its private lending assets. Management
reflects provisions for loan losses based upon its assessment of general market conditions, its
internal risk management policies and credit risk rating system, industry loss experience, its
assessment of the likelihood of delinquencies or defaults, and the value of the collateral
underlying its investments. Actual losses, if any, could ultimately differ from these estimates.
There have been no provisions for loan losses in the Companys history.
8
Cash and Cash Equivalents
The Company considers cash equivalents to be all short-term, highly-liquid investments that are
both readily convertible to cash and have a maturity of three months or less at the time of
purchase, except that any such investments purchased with funds held in escrow or similar accounts
are classified as restricted cash. Items classified as cash equivalents include money-market
deposit accounts. All of the Companys cash and cash equivalents at June 30, 2010 were held in the
custody of one financial institution, and the Companys balance at times may exceed federally
insurable limits.
Restricted Cash
Restricted cash consists of security deposits and funds held in escrow for certain tenants. These
funds will be released to the tenants upon completion of agreed upon tasks, as specified in the
lease agreements, mainly consisting of maintenance and repairs on the buildings and upon receipt by
the Company of evidence of insurance and tax payments.
Funds Held in Escrow
Funds held in escrow consist of funds held by certain of the Companys lenders for properties held
as collateral by these lenders. These funds will be released to the Company upon completion of
agreed upon tasks as specified in the mortgage agreements, mainly consisting of maintenance and
repairs on the buildings, and when evidence of insurance and tax payments has been submitted to the
lenders.
Deferred Financing Costs
Deferred financing costs consist of costs incurred to obtain financing, including legal fees,
origination fees and administrative fees. The costs are deferred and amortized using the
straight-line method, which approximates the effective interest method over the term of the secured
financing. The Company made payments of approximately $11,000 and $61,000 for deferred financing
costs during the three and six months ended June 30, 2010, respectively, and approximately $50,000
and $104,000 for deferred financing costs during the three and six months ended June 30, 2009,
respectively. Total amortization expense related to deferred financing costs was approximately
$272,000 and $544,000 for the three and six months ended June 30, 2010, respectively, and $349,000
and $724,000 for the three and six months ended June 30, 2009, respectively.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of accounts receivable, interest receivable, prepaid
assets, prepaid offering costs and deposits on real estate.
Obligation Under Capital Lease
In conjunction with the Companys acquisition of a building in Fridley, Minnesota in February 2008,
the Company acquired a ground lease on the parking lot of the building, which had a purchase
obligation to acquire the land under the ground lease at the end of the term in April 2014 for
$300,000. In accordance with ASC 840-10-25, Leases, the Company accounted for the ground lease as
a capital lease and recorded the corresponding present value of the obligation under the capital
lease. The Company recorded total interest expense related to the accretion of the capital lease
obligation of approximately $3,000 and $6,000 for both the three and six months ended June 30, 2010
and 2009, respectively.
Revenue Recognition
Rental revenue includes rents that each tenant pays in accordance with the terms of its respective
lease reported evenly over the non-cancelable term of the lease. Most of the Companys leases
contain rental increases at specified intervals. The Company recognizes such revenues on a
straight-line basis by averaging the non-cancelable rental revenues over the lease terms. Deferred
rent receivable in the
9
accompanying consolidated balance sheet includes the cumulative difference between rental revenue
as recorded on a straight line basis and rents received from the tenants in accordance with the
lease terms, along with the capitalized above-market lease values of certain acquired properties.
Accordingly, the Company determines, in its judgment, to what extent the deferred rent receivable
applicable to each specific tenant is collectable. The Company reviews deferred rent receivable, as
it relates to straight line rents, on a quarterly basis and takes into consideration the tenants
payment history, the financial condition of the tenant, business conditions in the industry in
which the tenant operates and economic conditions in the geographic area in which the property is
located. In the event that the collectability of deferred rent with respect to any given tenant is
in doubt, the Company records an allowance for uncollectable accounts or records a direct write-off
of the specific rent receivable. No such reserves have been recorded as of June 30, 2010.
Management considers its loans and other lending investments to be held-for-investment. The
Company reflects loans classified as long-term investments at amortized cost, less allowance for
loan losses, acquisition premiums or discounts, and deferred loan fees. On occasion, the Company
may acquire loans at small premiums or discounts based on the credit characteristics of such loans.
These premiums or discounts are recognized as yield adjustments over the lives of the related
loans. Loan origination fees, as well as direct loan origination costs, are also deferred and
recognized over the lives of the related loans as yield adjustments. If loans with premiums,
discounts, or loan origination fees are prepaid, the Company immediately recognizes the unamortized
portion as a decrease or increase in the prepayment gain or loss. Interest income is recognized
using the effective interest method applied on a loan-by-loan basis. Prepayment penalties or yield
maintenance payments from borrowers are recognized as additional income when received.
Tenant recovery revenue includes payments from tenants as reimbursements for franchises taxes,
management fees, insurance, and ground lease payments. The Company recognizes tenant recovery
revenue in the same periods that it incurs the related expenses.
Income Taxes
The Company has operated and intends to continue to operate in a manner that will allow it to
qualify as a REIT under the Internal Revenue Code of 1986, as amended, and, accordingly, will not
be subject to federal income taxes on amounts distributed to stockholders (except income from
foreclosure property), provided that it distributes at least 90% of its REIT taxable income to its
stockholders and meets certain other conditions. To the extent that the Company satisfies the
distribution requirement but distributes less than 100% of its taxable income, the Company will be
subject to federal corporate income tax on its undistributed income.
Commercial Advisers is a wholly-owned TRS that is subject to federal and state income taxes. Though
Commercial Advisers has had no activity to date, the Company would account for any future income
taxes in accordance with the provisions of ASC 740, Income Taxes. Under ASC 740-10-25, the
Company accounts for income taxes using the asset and liability method under which deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases.
Segment Information
ASC 280, Segment Reporting, provides standards for public companies relating to the reporting of
financial and descriptive information about their operating segments in financial statements.
Operating segments are defined as components of an enterprise for which separate financial
information is available and is evaluated regularly by the chief operating decision maker or
decision making group in determining how to allocate resources and in assessing performance.
Company Management is the chief decision making group. As discussed in Note 9, the Companys
operations are derived from two operating segments, one segment purchases real estate (land,
buildings and other improvements), which is simultaneously leased to existing users, and the other
segment originates mortgage loans and collects principal and interest payments.
10
Asset Retirement Obligations
ASC 410, Asset Retirement and Environmental Obligation, requires an entity to recognize a
liability for a conditional asset retirement obligation when incurred if the liability can be
reasonably estimated. ASC 410-20-20 clarifies that the term Conditional Asset Retirement
Obligation refers to a legal obligation (pursuant to existing laws or by contract) to perform an
asset retirement activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. ASC 410-20-25-6 clarifies
when an entity would have sufficient information to reasonably estimate the fair value of an asset
retirement obligation. The Company has accrued a liability and corresponding increase to the cost
of the related properties for disposal related to all properties constructed prior to 1985 that
have, or may have, asbestos present in the building. There were no liabilities accrued during the
six months ended June 30, 2010 or 2009. The Company also recorded expenses, including discontinued
operations, of approximately $38,000 and $75,000 during the three and six months ended June 30,
2010, respectively, and approximately $35,000 and $71,000 during the three and six months ended
June 30, 2009, respectively related to the cumulative accretion of the obligation.
Real Estate Held for Sale and Discontinued Operations
ASC 360-10, Property, Plant, and Equipment, requires that the results of operations of any
properties which have been sold, or are held for sale, be presented as discontinued operations in
the Companys consolidated financial statements in both current and prior periods presented.
Income items related to held for sale properties are listed separately on the Companys
consolidated income statement. Real estate assets held for sale are measured at the lower of the
carrying amount or the fair value, less the cost to sell, and are listed separately on the
Companys consolidated balance sheet. Once properties are listed as held for sale, no further
depreciation is recorded.
Recently Issued Accounting Pronouncements
ASC 810-10-25-38, Consolidation, amends the consolidation guidance for variable-interest entities
(VIE) and requires an enterprise to qualitatively assess the determination of the primary
beneficiary of a VIE based on whether the entity has the power to direct matters that most
significantly impact the activities of the VIE, and had the obligation to absorb losses or the
right to receive benefits of the VIE that could potentially be significant to the VIE. ASC 810 is
effective for the Companys fiscal year beginning January 1, 2010. The Company adopted this
pronouncement during the quarter ended March 31, 2010, and the adoption had no impact on the
Companys financial position or results of operations.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires Management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could materially
differ from those estimates.
2. Related-Party Transactions
The Company is externally managed pursuant to contractual arrangements with its Adviser and
Gladstone Administration, LLC (the Administrator), which collectively employ all of the Companys
personnel and pays their payroll, benefits, and general expenses directly. The Company has an
advisory agreement with its Adviser (the Advisory Agreement) and an administration agreement with
its Administrator (the Administration Agreement). The management services and administrative fees
under the Advisory and Administration Agreements are described below. As of June 30, 2010 and
December 31, 2009, respectively, approximately $1.3 million and $1.2 million were due to the
Adviser.
11
Advisory Agreement
The Advisory Agreement provides for an annual base management fee equal to 2% of the Companys
total stockholders equity, less the recorded value of any preferred stock (common stockholders
equity), and an incentive fee based on funds from operations (FFO). For the three and six months
ended June 30, 2010, the Company recorded a base management fee of approximately $296,000 and
$609,000, respectively, and for the three and six months ended June 30, 2009, the Company recorded
a base management fee of approximately $358,000 and $730,000, respectively. For purposes of
calculating the incentive fee, FFO includes any realized capital gains and capital losses, less any
distributions paid on preferred stock, but FFO does not include any unrealized capital gains or
losses. The incentive fee rewards the Adviser if the Companys quarterly FFO, before giving effect
to any incentive fee (pre-incentive fee FFO), exceeds 1.75%, or 7% annualized, (the hurdle
rate) of total common stockholders equity. The Adviser receives 100% of the amount of the
pre-incentive fee FFO that exceeds the hurdle rate, but is less than 2.1875% of the Companys
common stockholders equity. The Adviser also receives an incentive fee of 20% of the amount of
the Companys pre-incentive fee FFO that exceeds 2.1875% of common stockholders equity.
For the three and six months ended June 30, 2010, the Company recorded an incentive fee of
approximately $829,000 and $1,675,000, respectively, offset by a credit related to an unconditional
and irrevocable voluntary waiver issued by the Adviser of approximately $56,000 and $56,000,
respectively, resulting in a net incentive fee for the three and six months ended June 30, 2010, of
approximately $773,000 and $1,619,000, respectively. For the three and six months ended June 30,
2009, the Company recorded an incentive fee of approximately $813,000 and $1,599,000, respectively,
offset by a credit related to an unconditional and irrevocable voluntary waiver issued by the
Adviser of approximately $130,000 and $365,000, respectively, resulting in a net incentive fee for
the three and six months ended June 30, 2009, of approximately $683,000 and $1,234,000,
respectively. The board of directors of the Company accepted the Advisers offer to waive on a
quarterly basis a portion of the incentive fee for the three and six months ended June 30, 2010 and
2009, respectively, in order to support the current level of distributions to the Companys
stockholders. This waiver may not be recouped by the Adviser in the future.
Administration Agreement
Pursuant to the Administration Agreement, the Company pays for its allocable portion of the
Administrators overhead expenses in performing its obligations to the Company, including, but not
limited to, rent, and the salaries and benefits expenses of its chief financial officer, chief
compliance officer, internal counsel, treasurer, investor relations and their respective staffs.
The Companys allocable portion of expenses is derived by multiplying the Administrators total
allocable expenses by the percentage of the Companys total assets at the beginning of each quarter
in comparison to the total assets of all companies managed by the Adviser under similar agreements.
For the three and six months ended June 30, 2010, the Company recorded an administration fee of
approximately $219,000 and $451,000, respectively, and for the three and six months ended June 30,
2009, the Company recorded an administration fee of approximately $257,000 and $482,000,
respectively.
12
3. Earnings per Share of Common Stock
The following tables set forth the computation of basic and diluted earnings per share of common
stock for the three and six months ended June 30, 2010 and 2009. The Company computed basic
earnings per share for the three and six months ended June 30, 2010 and 2009 using the weighted
average number of shares outstanding during the periods. Diluted earnings per share for the three
and six months ended June 30, 2010, reflects additional shares of common stock, related to our
convertible senior common stock, that would have been outstanding if dilutive potential shares of
common stock had been issued, as well as an adjustment to net income available to common
stockholders as applicable to common stockholders that would result from their assumed issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Calculation of basic earnings per share of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders |
|
$ |
(17,361 |
) |
|
$ |
93,499 |
|
|
$ |
45,533 |
|
|
$ |
159,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic weighted average shares of common stock |
|
|
8,545,264 |
|
|
|
8,563,264 |
|
|
|
8,551,927 |
|
|
|
8,563,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share of common stock |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calculation of diluted earnings per share of comon stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders |
|
$ |
(17,361 |
) |
|
$ |
93,499 |
|
|
$ |
45,533 |
|
|
$ |
159,630 |
|
Add: Income impact of assumed conversion of senior common stock |
|
|
375 |
|
|
|
|
|
|
|
375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders plus assumed conversions |
|
$ |
(16,986 |
) |
|
$ |
93,499 |
|
|
$ |
45,908 |
|
|
$ |
159,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic weighted average shares of common stock |
|
|
8,545,264 |
|
|
|
8,563,264 |
|
|
|
8,551,927 |
|
|
|
8,563,264 |
|
Effect of convertible senior common stock |
|
|
1,265 |
|
|
|
|
|
|
|
636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted weighted average shares of common stock |
|
|
8,546,529 |
|
|
|
8,563,264 |
|
|
|
8,552,563 |
|
|
|
8,563,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share of common stock |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Real Estate and Intangible Assets
Real Estate
The following table sets forth the components of the Companys investments in real estate,
including capitalized leases, as of June 30, 2010 and December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
Real estate: |
|
|
|
|
|
|
|
|
Land |
|
$ |
55,025,707 |
(1) |
|
$ |
55,025,707 |
(1) |
Building and improvements |
|
|
326,483,183 |
|
|
|
325,907,479 |
|
Tenant improvements |
|
|
9,820,706 |
|
|
|
9,820,706 |
|
Accumulated depreciation |
|
|
(38,886,713 |
) |
|
|
(34,111,952 |
) |
|
|
|
|
|
|
|
Real estate, net |
|
$ |
352,442,883 |
|
|
$ |
356,641,940 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes land held under a capital lease carried at approximately $1.1 million. |
On May 4, 2010, the Company extended the lease with the tenant which occupies its property located
in Grand Rapids, Michigan for a period of 15 years, and the tenant has two options to extend the
lease for additional periods of 10 years each. The lease was originally set to expire in July 2016,
and will now expire in April 2025. The lease provides for prescribed rent escalations over the life
of the lease, with annualized straight line rents of approximately $1.1 million.
Future operating lease payments from tenants under non-cancelable leases, excluding tenant
reimbursement of expenses, for the remainder of 2010, each of the five succeeding fiscal years and
thereafter is as follows:
13
|
|
|
|
|
|
|
Tenant |
Year |
|
Lease Payments |
Six months ending December 31, 2010 |
|
$ |
19,392,848 |
|
2011 |
|
|
38,589,674 |
|
2012 |
|
|
38,698,289 |
|
2013 |
|
|
33,356,072 |
|
2014 |
|
|
29,132,246 |
|
2015 |
|
|
25,044,969 |
|
Thereafter |
|
|
145,637,227 |
|
In accordance with the lease terms, substantially all tenant expenses are required to be paid
by the tenant; however, the Company would be required to pay property taxes on the respective
properties, and ground lease payments on the property located in Tulsa, Oklahoma, in the event the
tenant fails to pay them. The total annualized property taxes for all properties held by the
Company at June 30, 2010 was approximately $6.2 million, and the total annual ground lease payments
on the property located in Tulsa, Oklahoma was approximately $153,000.
Intangible Assets
The following table summarizes the net value of other intangible assets and the accumulated
amortization for each intangible asset class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Accumulated |
|
|
|
Lease Intangibles |
|
|
Amortization |
|
|
Lease Intangibles |
|
|
Amortization |
|
In-place leases |
|
$ |
15,935,445 |
|
|
$ |
(7,577,354 |
) |
|
$ |
15,935,445 |
|
|
$ |
(6,741,817 |
) |
Leasing costs |
|
|
10,060,049 |
|
|
|
(4,263,737 |
) |
|
|
10,053,004 |
|
|
|
(3,832,623 |
) |
Customer relationships |
|
|
17,136,501 |
|
|
|
(5,044,000 |
) |
|
|
17,136,501 |
|
|
|
(4,373,049 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
43,131,995 |
|
|
$ |
(16,885,091 |
) |
|
$ |
43,124,950 |
|
|
$ |
(14,947,489 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated aggregate amortization expense for the remainder of 2010, each of the five succeeding
fiscal years and thereafter is as follows:
|
|
|
|
|
|
|
Estimated |
Year |
|
Amortization Expense |
Six months ending December 31, 2010 |
|
$ |
3,029,920 |
|
2011 |
|
|
5,403,532 |
|
2012 |
|
|
4,502,386 |
|
2013 |
|
|
2,342,887 |
|
2014 |
|
|
2,075,125 |
|
2015 |
|
|
1,708,575 |
|
Thereafter |
|
|
7,184,479 |
|
5. Real Estate Held for Sale and Discontinued Operations
As of June 30, 2009, the Company classified its property in Norfolk, Virginia as held for sale
under the provisions of ASC 360-10, which requires that the results of operations of any properties
which have been sold, or are held for sale, be presented as discontinued operations in the
Companys consolidated financial
14
statements in both current and prior periods presented. On July
17, 2009, the Company sold this property for $1.15 million, and recognized a gain on the sale of
approximately $160,000.
The table below summarizes the components of income from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Operating revenue |
|
$ |
|
|
|
$ |
25,875 |
|
|
$ |
|
|
|
$ |
51,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense |
|
|
|
|
|
|
(4,959 |
) |
|
|
|
|
|
|
(12,997 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued
operations |
|
$ |
|
|
|
$ |
20,916 |
|
|
$ |
|
|
|
$ |
38,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Mortgage Note Receivable
On April 15, 2005, the Company originated a mortgage loan in the amount of $10.0 million,
collateralized by an office building located in McLean, Virginia, in which the Companys Adviser
and Administrator are subtenants in the building. This 12 year mortgage loan accrues interest at
the greater of 7.5% per year or the one month London Interbank Offered Rate (LIBOR) rate plus
6.0% per year, with a ceiling of 10.0%. The mortgage loan is interest only for the first nine
years of the term, with payments of principal commencing after the initial period. The balance of
the principal and all interest remaining is due at the end of the 12 year term. At June 30, 2010,
the interest rate was 7.5%. This loan was repaid in full on July 22, 2010.
15
7. Mortgage Notes Payable and Line of Credit
The Companys mortgage notes payable and line of credit as of June 30, 2010 and December 31, 2009
are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance/ |
|
|
Principal |
|
|
Stated Interest Rate at |
|
|
Principal Balance Outstanding |
|
|
|
Assumption |
|
|
Maturity Date |
|
|
June 30, 2010 (1) |
|
|
June 30, 2010 |
|
|
December 31, 2009 |
|
Fixed-Rate Mortgage Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03/16/05 |
|
|
|
04/01/30 |
|
|
|
6.33 |
% |
|
$ |
2,792,532 |
|
|
$ |
2,884,908 |
|
|
|
|
08/25/05 |
|
|
|
09/01/15 |
|
|
|
5.33 |
% |
|
|
20,933,204 |
|
|
|
21,093,917 |
|
|
|
|
09/12/05 |
|
|
|
09/01/15 |
|
|
|
5.21 |
% |
|
|
12,299,802 |
|
|
|
12,389,647 |
|
|
|
|
12/21/05 |
|
|
|
12/08/15 |
|
|
|
5.71 |
% |
|
|
18,860,364 |
|
|
|
18,991,934 |
|
|
|
|
02/21/06 |
|
|
|
12/01/13 |
|
|
|
5.91 |
% |
|
|
9,105,276 |
|
|
|
9,188,044 |
|
|
|
|
02/21/06 |
|
|
|
06/30/14 |
|
|
|
5.20 |
% |
|
|
18,929,519 |
|
|
|
19,116,277 |
|
|
|
|
03/29/06 |
|
|
|
04/01/16 |
|
|
|
5.92 |
% |
|
|
17,000,000 |
|
|
|
17,000,000 |
|
|
|
|
04/27/06 |
|
|
|
05/05/16 |
|
|
|
6.58 |
% |
|
|
13,865,869 |
|
|
|
14,009,918 |
|
|
|
|
11/22/06 |
|
|
|
12/01/16 |
|
|
|
5.76 |
% |
|
|
14,045,923 |
|
|
|
14,136,921 |
|
|
|
|
12/22/06 |
|
|
|
01/01/17 |
|
|
|
5.79 |
% |
|
|
21,467,597 |
|
|
|
21,605,106 |
|
|
|
|
02/08/07 |
|
|
|
03/01/17 |
|
|
|
6.00 |
% |
|
|
13,775,000 |
|
|
|
13,775,000 |
|
|
|
|
06/05/07 |
|
|
|
06/08/17 |
|
|
|
6.11 |
% |
|
|
14,240,000 |
|
|
|
14,240,000 |
|
|
|
|
09/06/07 |
|
|
|
12/11/15 |
|
|
|
5.81 |
% |
|
|
4,326,704 |
|
|
|
4,361,144 |
|
|
|
|
10/15/07 |
|
|
|
11/08/17 |
|
|
|
6.63 |
% |
|
|
15,565,851 |
|
|
|
15,657,330 |
|
|
|
|
08/29/08 |
|
|
|
06/01/16 |
|
|
|
6.80 |
% |
|
|
6,230,611 |
|
|
|
6,296,505 |
|
|
|
|
09/15/08 |
|
|
|
10/01/10 |
(2) |
|
|
6.85 |
% |
|
|
48,015,000 |
|
|
|
48,015,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fixed-Rate Mortgage Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251,453,252 |
|
|
|
252,761,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable-Rate Line of Credit: |
|
|
12/29/06 |
|
|
|
12/29/10 |
|
|
LIBOR + 2.15% |
|
|
36,300,000 |
|
|
|
33,200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mortgage Notes Payable and Line of Credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
287,753,252 |
|
|
$ |
285,961,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The weighted average interest rate on all debt outstanding at June 30,
2010 was approximately 5.60%. |
|
(2) |
|
This note has three annual extension options, which gives us the ability
to extend the term of the note until October 1, 2013. |
Mortgage Notes Payable
As of June 30, 2010, the Company had 16 fixed-rate mortgage notes payable, collateralized by a
total of 55 properties. The obligors under each of these notes are wholly-owned separate borrowing
entities, which own the real estate collateral. The Company is not a co-borrower, but has limited
recourse liabilities that could result from: a borrower voluntarily filing for bankruptcy, improper
conveyance of a property, fraud or material misrepresentation, misapplication or misappropriation
of rents, security deposits, insurance proceeds or condemnation proceeds, and physical waste or
damage to the property, resulting from a borrowers gross negligence or willful misconduct. The
Company will also indemnify lenders against claims resulting from the presence of hazardous
substances or activity involving hazardous substances in violation of environmental laws on a
property. The weighted-average interest rate on the mortgage notes payable as of both June 30,
2010 and December 31, 2009 was approximately 6.0%.
The Company has $48.0 million of balloon principal payments maturing under one of its
long-term mortgages in 2010; however, the mortgage has three annual extension options through 2013,
which the Company currently intends to exercise. At the time of notification of extension of the
$48.0 million loan, the Company is required to remit a fee of 0.25% of the outstanding principal
balance and a certification to the lender that its aggregate debt service coverage ratio is not
less than 1.2. As of June 30, 2010, the Company was in compliance with this covenant. The interest
rate for the extension periods will adjust based upon the 1-year swap rate at the time of extension
and a fixed spread of 4.16% in the first year, 4.29% in the second year and 4.41% in the third
year.
The fair market value of all fixed-rate mortgage notes payable outstanding as of June 30, 2010 was
approximately $241.2 million, as compared to the carrying value stated above of approximately
$251.5
16
million. The fair market value is calculated based on a discounted cash flow analysis, using
interest rates based on Managements estimate of interest rates on long-term debt with comparable
terms.
Scheduled principal payments of mortgage notes payable are as follows:
|
|
|
|
|
|
|
Scheduled principal |
Year |
|
payments |
Six months ending December 31, 2010 |
|
$ |
49,458,334 |
(1) |
2011 |
|
|
3,055,867 |
|
2012 |
|
|
3,379,984 |
|
2013 |
|
|
12,176,273 |
|
2014 |
|
|
20,781,319 |
|
2015 |
|
|
54,529,438 |
|
Thereafter |
|
|
108,072,037 |
|
|
|
|
|
|
|
$ |
251,453,252 |
|
|
|
|
|
|
|
|
(1) |
|
The $48.0 million mortgage note issued in September 2008 matures in October
2010, and we expect to
exercise our options to extend the maturity date until October 2013. |
Line of Credit
The Company has a $50.0 million senior revolving credit agreement (the Credit Agreement) with a
syndicate of banks led by KeyBank National Association (KeyBank), which matures on December 29,
2010. Currently, eight properties are pledged as collateral under the Companys line of credit.
The interest rate charged on the advances under the facility is based on the LIBOR, the prime rate
or the federal funds rate, depending on market conditions, and adjusts periodically. The unused
portion of the line of credit is subject to a fee of 0.15% per year. The Companys ability to
access this funding source is subject to the Companys continued ability to meet customary lending
requirements, such as compliance with financial and operating covenants and satisfaction of certain
lending limits. One such covenant requires the Company to limit its distributions to stockholders
to 95% of its FFO, less those acquisition-related costs that are required to be expensed under ASC
805. In addition, the maximum amount that the Company may draw under this agreement is based on a
percentage of the value of properties pledged as collateral to the banks, which must meet agreed
upon eligibility standards. The maximum amount that the Company may currently draw under the Credit
Agreement is approximately $45.1 million. Furthermore, those properties that are pledged as
collateral to the banks are pledged through a perfected first priority lien in the equity interest
of the special purpose entity (SPE) that owns the property. In addition the Operating
Partnership, which is the entity that owns the SPEs, is precluded from transferring the SPEs or
unconsolidated affiliates to the Company.
If and when long-term mortgages are arranged for these pledged properties, the banks will release
the properties from the line of credit and reduce the availability under the Credit Agreement by
the advanced amount of the released property. Conversely, as the Company purchases new properties
meeting the eligibility standards, the Company may pledge such properties to obtain additional
advances under this agreement. The availability under the line of credit may also be reduced by
letters of credit used in the ordinary course of business. The Company may use the advances under
the line of credit for both general corporate purposes and the acquisition of new investments. As
of June 30, 2010, there was $36.3 million outstanding under the line of credit at an interest rate
of approximately 2.5%, and approximately $3.9 million outstanding pursuant to letters of credit at
a weighted average interest rate of approximately 2.2%. At June 30, 2010, the remaining borrowing
capacity available under the line of credit was approximately $4.9 million. The Companys ability
to increase the availability under its line of credit is dependent upon its pledging additional
properties as collateral. Traditionally, the Company has pledged new properties to its line of
credit as it arranges for long-term mortgages for these pledged properties. Currently, only nine of
the
Companys properties do not have long-term mortgages, and eight of those are pledged as collateral
under its line of credit. Accordingly, the Company only has one property which is unencumbered and
which may
17
be pledged as collateral to increase the borrowing capacity available under the line of credit.
The Company was in compliance with all covenants under the Credit Agreement as of June 30, 2010.
The amount outstanding on the line of credit as of June 30, 2010 approximates fair market value,
because the debt is short-term and variable rate.
The Companys line of credit matures in December 2010, and it is actively negotiating a renewal of
the line of credit with Key Bank and simultaneously in negotiations with other banks to find
replacement financing, though its ability to obtain replacement financing at the time of maturity
could be constrained by current economic conditions affecting the credit markets generally.
Consequently, no assurance can be given that we will be successful in renewing or replacing the
line of credit with terms similar to the Companys existing line of credit or at all; however, the
Company is optimistic that it will be able to secure a new line of credit before December. The
Companys inability to obtain replacement financing for its line of credit on favorable terms, or
at all, could have a material adverse effect on the Companys liquidity, its ability to make
distributions to its stockholders and its ability to fund new investments. In the interim, to
maintain sufficient liquidity and capital resources, the Company has, and will, continue to
evaluate all available financing options.
8. Stockholders Equity
The following table summarizes the changes in stockholders equity for the six months ended June
30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes |
|
|
Distributions in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital in |
|
|
Receivable |
|
|
Excess of |
|
|
Total |
|
|
|
Preferred |
|
|
Senior Common |
|
|
Common |
|
|
Excess of |
|
|
From Sale of |
|
|
Accumulated |
|
|
Stockholders |
|
|
|
Stock |
|
|
Stock |
|
|
Stock |
|
|
Par Value |
|
|
Common Stock |
|
|
Earnings |
|
|
Equity |
|
Balance at December 31, 2009 |
|
$ |
2,150 |
|
|
$ |
|
|
|
$ |
8,563 |
|
|
$ |
170,622,581 |
|
|
$ |
(2,304,999 |
) |
|
$ |
(49,877,753 |
) |
|
$ |
118,450,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of senior common stock |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
25,694 |
|
|
|
|
|
|
|
|
|
|
|
25,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of principal on
notes receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,413 |
|
|
|
|
|
|
|
44,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared to
common, senior common and
preferred stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,460,697 |
) |
|
|
(8,460,697 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeiture of common stock in
satisfaction of employee note
receivable (1) |
|
|
|
|
|
|
|
|
|
|
(18 |
) |
|
|
(243,882 |
) |
|
|
|
|
|
|
|
|
|
|
(243,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,092,784 |
|
|
|
2,092,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
$ |
2,150 |
|
|
$ |
2 |
|
|
$ |
8,545 |
|
|
$ |
170,404,393 |
|
|
$ |
(2,260,586 |
) |
|
$ |
(56,245,666 |
) |
|
$ |
111,908,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On February 1, 2010, the maturity date of an employee stock option loan to a former employee of the Adviser was extended until August 2010. In connection with the extension of the
loan, the recourse provision of the loan was removed, and the former employee was granted the option to either repay the principal and interest in full or return the 18,000 shares pledged against the
loan to the Company in full satisfaction of the loan. On March 8, 2010, the date that the market price of the pledged shares equaled the balance of the outstanding loan, the pledged shares were
returned to the Company, and the loan was deemed paid in full. |
18
The following table is a summary of all outstanding notes issued to employees of the Adviser
for the exercise of stock options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of |
|
|
Outstanding Balance |
|
|
of Employee Loans |
|
|
|
|
|
|
|
|
|
Number of Options |
|
|
Strike Price of |
|
|
Promissory Note |
|
|
of Employee Loans |
|
|
at December 31, |
|
|
Maturity Date of |
|
|
Interest Rate on |
|
Date Issued |
|
Exercised |
|
|
Options Exercised |
|
|
Issued to Employees |
|
|
at June 30, 2010 |
|
|
2009 |
|
|
Note |
|
|
Note |
|
Sep 2004 |
|
|
25,000 |
|
|
$ |
15.00 |
|
|
$ |
375,000 |
|
|
$ |
314,961 |
|
|
$ |
358,405 |
|
|
Sep 2013 |
|
|
5.00 |
% |
Apr 2006 |
|
|
12,422 |
|
|
|
16.10 |
|
|
|
199,994 |
|
|
|
199,994 |
|
|
|
199,994 |
|
|
Apr 2015 |
|
|
7.77 |
% |
May 2006 |
|
|
50,000 |
|
|
|
16.85 |
|
|
|
842,500 |
|
|
|
842,500 |
|
|
|
842,500 |
|
|
May 2016 |
|
|
7.87 |
% |
May 2006 |
|
|
15,000 |
|
|
|
16.10 |
|
|
|
241,500 |
|
|
|
241,500 |
|
|
|
241,500 |
|
|
May 2016 |
|
|
7.87 |
% |
May 2006 |
|
|
2,000 |
|
|
|
16.10 |
|
|
|
32,200 |
|
|
|
32,200 |
|
|
|
32,200 |
|
|
May 2016 |
|
|
7.87 |
% |
May 2006 |
|
|
2,000 |
|
|
|
16.10 |
|
|
|
32,200 |
|
|
|
32,200 |
|
|
|
32,200 |
|
|
May 2016 |
|
|
7.87 |
% |
May 2006 |
|
|
2,000 |
|
|
|
15.00 |
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
30,000 |
|
|
May 2016 |
|
|
7.87 |
% |
Oct 2006 |
|
|
12,000 |
|
|
|
16.10 |
|
|
|
193,200 |
|
|
|
192,231 |
|
|
|
193,200 |
|
|
Oct 2015 |
|
|
8.17 |
% |
Nov 2006 |
|
|
25,000 |
|
|
|
15.00 |
|
|
|
375,000 |
|
|
|
375,000 |
|
|
|
375,000 |
|
|
Nov 2015 |
|
|
8.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
145,422 |
|
|
|
|
|
|
$ |
2,321,594 |
|
|
$ |
2,260,586 |
|
|
$ |
2,304,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with ASC 505-10-45-2, Equity, receivables from employees for the issuance of
capital stock to employees prior to the receipt of cash payment should be reflected in the balance
sheet as a reduction to stockholders equity. Therefore, these notes were recorded as full recourse
loans to employees and are included in the equity section of the accompanying consolidated balance
sheets. As of June 30, 2010, each loan maintained its full recourse status.
Distributions paid per share of common stock for both the three and six months ended June 30, 2010
and 2009 were $0.375 and $0.75 per share, respectively. Distributions paid per share of Series A
Preferred Stock for both the three and six months ended June 30, 2010 and 2009 were $0.4843749 and
$0.9687498 per share, respectively. Distributions paid per share of Series B Preferred Stock for
both the three and six months ended June 30, 2010 and 2009 were $0.46875 and $0.9375 per share,
respectively. Distributions paid per share of senior common stock for both the three and six
months ended June 30, 2010 were $0.0849 per share. There were no distributions paid to senior
common stockholders for either the three or six months ended June 30, 2009, as senior common stock
was not issued until the three month period ended June 30, 2010.
On November 4, 2009, the Company entered into an open market sale agreement, or the Open Market
Sale Agreement, with Jefferies & Company, Inc., or Jefferies, under which it may, from time to
time, offer to sell shares of its common stock with an aggregate sales price of up to $25.0 million
on the open market through Jefferies, as agent, or to Jefferies, as principal. To date, the Company
has not sold any shares of common stock under the Open Market Sale Agreement.
On November 19, 2009, the Company entered into a dealer manager agreement, or the Dealer Manager
Agreement, with Halcyon Capital Markets, LLC, or Halcyon, pursuant to which Halcyon will act as the
Companys dealer manager in connection with the Companys continuous private offering of up to
3,333,333 shares of its newly designated senior common stock at $15.00 per share. Holders of the
senior common stock will have the right, but not the obligation, following the fifth anniversary of
the issuance of such shares proposed to be exchanged, to exchange any or all of such shares of
senior common stock for shares of the Companys common stock. On April 29, 2010, the Company issued
2,060 shares of senior common stock in a private offering. Net proceeds from the sale, after
commissions and the dealer manager fee, were $27,675 The proceeds from the sale of the senior common
stock will be used for investment in additional properties and mortgage loans, to repay
indebtedness, to potentially purchase shares of the Companys preferred stock on the open market,
or other general corporate purposes.
19
9. Segment Information
As of June 30, 2010, the Companys operations were comprised of two operating segments. One
segment purchases real estate (land, buildings and other improvements), which is simultaneously
leased to existing users, and the other segment extends mortgage loans and collects principal and
interest payments. The amounts included under the Other column in the tables below include other
income, which consists of interest income from temporary investments and employee loans and any
other miscellaneous income earned, and operating and other expenses that were not specifically
derived from either operating segment.
The following table summarizes the Companys consolidated operating results and total assets by
segment as of and for the three and six months ended June 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the three months ended June 30, 2010 |
|
|
As of and for the six months ended June 30, 2010 |
|
|
|
Real Estate Leasing |
|
|
Real Estate Lending |
|
|
Other |
|
|
Total |
|
|
Real Estate Leasing |
|
|
Real Estate Lending |
|
|
Other |
|
|
Total |
|
Operating revenues |
|
$ |
10,491,804 |
|
|
$ |
189,583 |
|
|
$ |
|
|
|
$ |
10,681,387 |
|
|
$ |
20,989,281 |
|
|
$ |
377,083 |
|
|
$ |
|
|
|
$ |
21,366,364 |
|
Operating expenses |
|
|
(3,658,082 |
) |
|
|
|
|
|
|
(1,692,119 |
) (1) |
|
|
(5,350,201 |
) |
|
|
(7,283,430 |
) |
|
|
|
|
|
|
(3,427,158 |
) (1) |
|
|
(10,710,588 |
) |
Other expense |
|
|
(4,090,012 |
) |
|
|
|
|
|
|
(234,723 |
) (2) |
|
|
(4,324,735 |
) |
|
|
(8,135,657 |
) |
|
|
|
|
|
|
(427,335 |
) (2) |
|
|
(8,562,992 |
) |
Discontinued
operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,743,710 |
|
|
$ |
189,583 |
|
|
$ |
(1,926,842 |
) |
|
$ |
1,006,451 |
|
|
$ |
5,570,194 |
|
|
$ |
377,083 |
|
|
$ |
(3,854,493 |
) |
|
$ |
2,092,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
393,575,318 |
|
|
$ |
10,062,500 |
|
|
$ |
7,541,573 |
|
|
$ |
411,179,391 |
|
|
$ |
393,575,318 |
|
|
$ |
10,062,500 |
|
|
$ |
7,541,573 |
|
|
$ |
411,179,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the three months ended June 30, 2009 |
|
|
As of and for the six months ended June 30, 2009 |
|
|
|
Real Estate Leasing |
|
|
Real Estate Lending |
|
|
Other |
|
|
Total |
|
|
Real Estate Leasing |
|
|
Real Estate Lending |
|
|
Other |
|
|
Total |
|
Operating revenues |
|
$ |
10,461,906 |
|
|
$ |
189,583 |
|
|
$ |
|
|
|
$ |
10,651,489 |
|
|
$ |
20,932,587 |
|
|
$ |
377,083 |
|
|
$ |
|
|
|
$ |
21,309,670 |
|
Operating expenses |
|
|
(3,555,776 |
) |
|
|
|
|
|
|
(1,626,061 |
) (1) |
|
|
(5,181,837 |
) |
|
|
(7,144,850 |
) |
|
|
|
|
|
|
(3,202,047 |
) (1) |
|
|
(10,346,897 |
) |
Other expense |
|
|
(4,114,021 |
) |
|
|
|
|
|
|
(259,611 |
) (2) |
|
|
(4,373,632 |
) |
|
|
(8,196,656 |
) |
|
|
|
|
|
|
(598,366 |
) (2) |
|
|
(8,795,022 |
) |
Discontinued
operations |
|
|
20,916 |
|
|
|
|
|
|
|
|
|
|
|
20,916 |
|
|
|
38,754 |
|
|
|
|
|
|
|
|
|
|
|
38,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,813,025 |
|
|
$ |
189,583 |
|
|
$ |
(1,885,672 |
) |
|
$ |
1,116,936 |
|
|
$ |
5,629,835 |
|
|
$ |
377,083 |
|
|
$ |
(3,800,413 |
) |
|
$ |
2,206,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
401,711,306 |
|
|
$ |
10,062,500 |
|
|
$ |
10,471,976 |
|
|
$ |
422,245,782 |
|
|
$ |
401,711,306 |
|
|
$ |
10,062,500 |
|
|
$ |
10,471,976 |
|
|
$ |
422,245,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Operating expenses includes base management fees, incentive fees, administration fees, professional fees, insurance expense, directors fees, stockholder-related expenses and general and administrative expenses that are not practicable to allocate to either
operating segment; thus, these expenses are included in the Other column. |
|
(2) |
|
Other expense includes interest expense on the Companys line of credit and short-term loan of $282,424 and $521,716 (which is net of interest income on temporary investments, interest income on employee loans and other income) for the three and six months
ended June 30, 2010 and $319,977 and $724,899 for the three and six months ended June 30, 2009, respectively. It is not practicable to allocate the interest expense from the line of credit or the short-term loan to either operating segment; thus, the interest is
included in the Other column. |
10. Subsequent Events
On July 7, 2010, the Companys Board of Directors declared a cash distribution of $0.125 per share
of common stock, $0.1614583 per share of the Series A Preferred Stock, and $0.15625 per share of
the Series B Preferred Stock for each of the months of July, August and September of 2010. Monthly
distributions will be payable on July 30, 2010, August 31, 2010 and September 30, 2010,
respectively, to stockholders of record as of the close of business on July 22, 2010, August 23,
2010 and September 22, 2010, respectively. Additionally, the Companys Board of Directors declared
a cash distribution of $0.0875 per share of senior common stock for each of the months of July,
August, and September of 2010. Senior common stock monthly distributions will be payable on August
6, 2010, September 8, 2010, and October 7, 2010.
In July 2010, the Company issued 8,227 additional shares of senior common stock. Net proceeds from
the sales, after selling commissions and the dealer manager fees, were approximately $110,000. The
proceeds from the sale of the senior common stock will be used for investment in additional
properties and mortgage loans, to repay indebtedness, to potentially purchase shares of the
Companys preferred stock on the open market, or other general corporate purposes.
20
On July 22, 2010, the borrower on the Companys $10.0 million mortgage loan, which was
collateralized by an office building located in McLean, Virginia, repaid in full the outstanding
principal balance and all accrued and unpaid interest. The mortgage loan was originally set to
mature in May 2017. The Company received $3.3 million of additional interest and prepayment
penalties in connection with the early payment. The proceeds were used to repay a portion of the
Companys line of credit.
21
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
All statements contained herein, other than historical facts, may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These
statements may relate to, among other things, future events or our future performance or financial
condition. In some cases, you can identify forward-looking statements by terminology such as may,
might, believe, will, provided, anticipate, future, could, growth, plan,
intend, expect, should, would, if, seek, possible, potential, likely or the
negative of such terms or comparable terminology. These forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause our business, financial
condition, liquidity, results of operations, funds from operations or prospects to be materially
different from any future business, financial condition, liquidity, results of operations, funds
from operations or prospects expressed or implied by such forward-looking statements. We caution
readers not to place undue reliance on any such forward-looking statements, which are made pursuant
to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made. We undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, after the date of this
Quarterly Report on Form 10-Q, or Report.
All references to we, our, us and the Company in this Report mean Gladstone Commercial
Corporation and its consolidated subsidiaries, except where it is made clear that the term means
only Gladstone Commercial Corporation.
OVERVIEW
General
We were incorporated under the General Corporation Law of the State of Maryland on February 14,
2003, primarily for the purpose of investing in and owning net leased industrial and commercial
real property and selectively making long-term industrial and commercial mortgage loans. Most of
the portfolio of real estate that we currently own is leased to a wide cross section of tenants
ranging from small businesses to large public companies, many of which are corporations that do not
have publicly-rated debt. We have historically entered into, and intend in the future to enter
into, purchase agreements for real estate having triple net leases with terms of approximately 10
to 15 years and built in rental rate increases. Under a triple net lease, the tenant is required to
pay all operating, maintenance and insurance costs and real estate taxes with respect to the leased
property. We are actively communicating with buyout funds, real estate brokers and other third
parties to locate properties for potential acquisition or to provide mortgage financing in an
effort to build our portfolio. At June 30, 2010, we owned 64 properties totaling approximately 6.3
million square feet, and had one mortgage loan outstanding. The total gross investment in these
acquisitions, including the $10.0 million mortgage loan investment, was approximately $444.5
million at June 30, 2010.
Business Environment
The United States is beginning to recover from the recession that it entered into during late 2007,
though it continues to experience pervasive and fundamental disruptions in its financial and
capital markets. As a result, conditions within the U.S. capital markets generally and the U.S.
real estate capital markets, in particular, continue to experience significant dislocation and
stress. While we are beginning to see signs of economic improvement and stabilization in both the
equity and debt capital markets, these markets remain challenging, and we do not know if adverse
conditions will again intensify, nor are we able to gauge the full extent to which the disruptions
will affect us. Additionally, economic conditions continue to disrupt our ability to price and
finance new investment opportunities on attractive terms. We believe that it will take some time
for the United States to fully recover from the recession. As a result, the continued weak economic
conditions could still materially and adversely impact the financial condition of one or more of
our tenants, and, therefore, could increase the likelihood that a tenant may declare bankruptcy or
default
22
upon its payment obligations arising under a related lease or loan, as applicable. Currently, two
of our buildings, which comprise approximately 2.6% of our total annualized rental income, are
vacant. We also have one lease, which comprises less than 1% of our total annualized rental income
that expires in December of this year. We are currently renegotiating this lease and are optimistic
that we will be able to extend this lease prior to its expiration. All of our remaining tenants
are current and paying in accordance with their leases. In addition, we have $48.0 million of
balloon principal payments maturing under one of our long-term mortgages in October 2010; however,
the mortgage has three annual extension options through 2013, each of which we currently intend to
exercise. We have no other balloon principal payments due under any of our mortgages until
2013.
Our ability to make new investments is highly dependent upon our ability to procure external
financing. Our principal sources of external financing generally include the issuance of equity
securities, long-term mortgages secured by properties, and borrowings under our line of credit.
The market for long-term mortgages is extremely limited, as the collateralized mortgage-backed
securities, or CMBS, market has virtually disappeared. With the closure of the CMBS market, many
banks are not lending on industrial and commercial real estate as they are no longer able to sell
these loans to the CMBS market and are not willing or able to keep these loans on their balance
sheets. In addition, many banks have significantly curtailed their general lending practices, as
they are having difficulty valuing the underlying real estate in this market. We are, however,
beginning to see banks that are willing to issue medium-term mortgages, between two and five years,
on substantially less favorable terms than were previously available. Consequently, we continue to
focus on using medium-term mortgages to finance our real estate activities until the market for
long-term mortgages returns. In addition, the maximum amount that the Company may draw under its
line of credit is based upon a percentage of the value of properties pledged as collateral against
the line which must meet agreed upon eligibility standards. The maximum amount that the Company may
currently draw under the line of credit is approximately $45.1 million.
Our ability to increase the availability under our line of credit is dependent upon our pledging
additional properties as collateral. Traditionally, we have pledged new properties to the line of
credit as we arrange for long-term mortgages for these pledged properties. Currently, only nine of
our properties do not have long-term mortgages, and eight of those are pledged as collateral under
our line of credit. Accordingly, we only have one property which is unencumbered and which may be
pledged as collateral to increase the borrowing capacity available under our line of credit. Our
line of credit matures in December 2010, and we are actively seeking to negotiate a renewal of the
line of credit or procure replacement financing this year. We anticipate that the terms under a
renewal or replacement line of credit will be less favorable then the terms under our current line
of credit.
Further, we currently have two ongoing equity offerings pursuant to which we have raised an
aggregate of $138,000 of net proceeds. If we are able to raise additional equity capital in the
near term, we will continue to invest in industrial and commercial real property as well as expand
our investment portfolio into other real property sectors, such as retail and medical properties.
Furthermore, we intend to expand our mortgage lending activity to include purchasing mortgage loans
from banks and CMBS pools; however, until we are able to raise significant debt or additional
equity capital, our near-term strategy is contingent upon building the value of our existing
portfolio of properties by renegotiating existing leases and making capital improvements to our
properties. Capital improvements, however, will be limited to the extent that we have available
capital. We will continue to actively seek potential acquisitions, and we will continue our
strategy of making conservative investments in properties that have existing financing sufficient
to withstand the current economic conditions, and that are likely to produce attractive long-term
returns for our stockholders.
Recent Events
Financing Activities:
During the six months ended June 30, 2010, we had net borrowings under our line of credit of
approximately $3.1 million, with a $36.3 million outstanding principal balance at June 30, 2010.
The
23
proceeds from borrowings under the line of credit were used for working capital and to fund capital
improvements at certain of our properties.
Equity Activities:
On November 4, 2009, we entered into an open market sale agreement, or the Open Market Sale
Agreement, with Jefferies & Company, Inc., or Jefferies, under which we may, from time to time,
offer to sell shares of our common stock with an aggregate sales price of up to $25.0 million on
the open market through Jefferies, as agent, or to Jefferies, as principal. To date, we have not
sold any common stock under the Open Market Sale Agreement.
On November 19, 2009, we entered into a dealer manager agreement, or the Dealer Manager Agreement,
with Halcyon Capital Markets, LLC, or Halcyon, pursuant to which Halcyon will act as our dealer
manager in connection with our continuous private offering of up to 3,333,333 shares of our newly
designated senior common stock at $15.00 per share. To date, we have issued 10,287 shares of
senior common stock. Net proceeds from these sales, after selling commissions and dealer manager
fees, were approximately $138,000. The net proceeds from future sales of senior common stock will
be used for investment in additional properties and mortgage loans, to repay indebtedness, to
potentially purchase shares of our preferred stock on the open market, or other general corporate
purposes.
Leasing Activities:
On May 4, 2010, we extended the lease on our property located in Grand Rapids, Michigan for a
period of 15 years, and the tenant has two options to extend the lease for additional periods of 10
years each. The lease was originally set to expire in July 2016, and will now expire in April 2025.
The lease provides for prescribed rent escalations over the life of the lease, with annualized
straight line rents of approximately $1.1 million.
Industry Classifications
Gladstone Management Corporation, or our Adviser, seeks to diversify our portfolio to avoid
dependence on any one particular tenant, geographic market or tenant industry. By diversifying our
portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single
under-performing investment or a downturn in any particular industry or geographic market. Our
largest tenant at June 30, 2010 comprised approximately 7.3% of our total rental income, and our
largest concentration of properties was located in Ohio, which accounted for approximately 17.9% of
our total rental income. The table below reflects the breakdown of our total rental income by
tenant industry classification for both the six months ended June 30, 2010 and 2009, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
|
June 30, 2009 |
|
|
|
|
|
|
|
Percentage of |
|
|
|
|
|
|
Percentage of |
|
Industry Classification |
|
Rental Income |
|
|
Rental Income |
|
|
Rental Income |
|
|
Rental Income |
|
Automobile |
|
$ |
583,326 |
|
|
|
2.8 |
% |
|
$ |
583,327 |
|
|
|
2.8 |
% |
Beverage, Food & Tobacco |
|
|
1,094,383 |
|
|
|
5.2 |
% |
|
|
1,094,371 |
|
|
|
5.3 |
% |
Buildings and Real Estate |
|
|
1,022,674 |
|
|
|
4.9 |
% |
|
|
1,012,834 |
|
|
|
4.9 |
% |
Chemicals, Plastics & Rubber |
|
|
1,565,065 |
|
|
|
7.5 |
% |
|
|
1,598,724 |
|
|
|
7.7 |
% |
Containers, Packaging & Glass |
|
|
1,165,237 |
|
|
|
5.6 |
% |
|
|
1,165,007 |
|
|
|
5.6 |
% |
Diversified/Conglomerate Manufacturing |
|
|
1,832,341 |
|
|
|
8.8 |
% |
|
|
1,832,344 |
|
|
|
8.8 |
% |
Diversified/Conglomerate Services |
|
|
154,052 |
|
|
|
0.7 |
% |
|
|
154,052 |
|
|
|
0.8 |
% |
Electronics |
|
|
3,083,187 |
|
|
|
14.8 |
% |
|
|
3,082,895 |
|
|
|
14.8 |
% |
Healthcare, Education & Childcare |
|
|
3,072,703 |
|
|
|
14.8 |
% |
|
|
3,072,707 |
|
|
|
14.8 |
% |
Home & Office Furnishings |
|
|
264,871 |
|
|
|
1.3 |
% |
|
|
264,872 |
|
|
|
1.3 |
% |
Insurance |
|
|
361,433 |
|
|
|
1.7 |
% |
|
|
361,433 |
|
|
|
1.7 |
% |
Machinery |
|
|
1,194,308 |
|
|
|
5.7 |
% |
|
|
1,194,301 |
|
|
|
5.8 |
% |
Oil & Gas |
|
|
647,121 |
|
|
|
3.1 |
% |
|
|
572,645 |
|
|
|
2.8 |
% |
Personal & Non-Durable Consumer Products |
|
|
677,090 |
|
|
|
3.2 |
% |
|
|
677,361 |
|
|
|
3.3 |
% |
Personal, Food & Miscellaneous Services |
|
|
287,503 |
|
|
|
1.4 |
% |
|
|
287,503 |
|
|
|
1.4 |
% |
Printing & Publishing |
|
|
1,095,611 |
|
|
|
5.3 |
% |
|
|
1,089,693 |
|
|
|
5.3 |
% |
Telecommunications |
|
|
2,723,681 |
|
|
|
13.2 |
% |
|
|
2,723,351 |
|
|
|
12.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,824,586 |
|
|
|
100.0 |
% |
|
$ |
20,767,420 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Lease Expirations
The following table summarizes the lease expirations by year for the Companys properties for
leases in place as of June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for the Six Month |
|
|
|
|
|
|
|
Year of Lease |
|
|
|
|
|
Number of |
|
|
Period Ended |
|
|
Annualized Base |
|
|
% of Annualized |
|
Expiration |
|
Square Feet |
|
|
Leases |
|
|
June 30, 2010 |
|
|
Rental Revenue |
|
|
Base Rent |
|
2010 |
|
|
215,581 |
|
|
|
3 |
|
|
$ |
704,844 |
|
|
$ |
1,409,688 |
|
|
|
3.4 |
% |
2011 |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
2012 |
|
|
479,982 |
|
|
|
3 |
|
|
|
2,214,824 |
|
|
|
4,429,648 |
|
|
|
10.6 |
% |
2013 |
|
|
438,422 |
|
|
|
6 |
|
|
|
2,336,675 |
|
|
|
4,673,350 |
|
|
|
11.2 |
% |
2014 |
|
|
614,132 |
|
|
|
5 |
|
|
|
1,541,098 |
|
|
|
3,082,196 |
|
|
|
7.4 |
% |
2015 |
|
|
896,876 |
|
|
|
8 |
|
|
|
3,423,921 |
|
|
|
6,847,842 |
|
|
|
16.4 |
% |
2016 |
|
|
898,257 |
|
|
|
5 |
|
|
|
2,107,425 |
|
|
|
4,214,850 |
|
|
|
10.1 |
% |
2017 |
|
|
102,200 |
|
|
|
1 |
|
|
|
461,462 |
|
|
|
922,924 |
|
|
|
2.2 |
% |
2018 |
|
|
59,894 |
|
|
|
1 |
|
|
|
134,020 |
|
|
|
268,040 |
|
|
|
0.6 |
% |
2019+ |
|
|
2,598,815 |
|
|
|
18 |
|
|
|
7,900,317 |
|
|
|
15,800,634 |
|
|
|
38.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,304,159 |
|
|
|
50 |
|
|
$ |
20,824,586 |
|
|
$ |
41,649,172 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the states in which the Companys properties are located for leases
in place as of June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for the Six Month |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Period Ended |
|
|
Annualized Base |
|
|
% of Annualized |
|
State |
|
Square Feet |
|
|
Leases |
|
|
June 30, 2010 |
|
|
Rental Revenue |
|
|
Base Rent |
|
Ohio |
|
|
1,185,411 |
|
|
|
11 |
|
|
$ |
3,723,561 |
|
|
$ |
7,447,122 |
|
|
|
17.9 |
% |
Minnesota |
|
|
547,800 |
|
|
|
3 |
|
|
|
2,605,773 |
|
|
|
5,211,546 |
|
|
|
12.5 |
% |
North Carolina |
|
|
695,876 |
|
|
|
6 |
|
|
|
1,897,167 |
|
|
|
3,794,334 |
|
|
|
9.1 |
% |
Pennsylvania |
|
|
623,375 |
|
|
|
4 |
|
|
|
1,522,752 |
|
|
|
3,045,504 |
|
|
|
7.3 |
% |
Texas |
|
|
188,178 |
|
|
|
4 |
|
|
|
1,177,926 |
|
|
|
2,355,852 |
|
|
|
5.7 |
% |
Michigan |
|
|
596,104 |
|
|
|
2 |
|
|
|
1,107,759 |
|
|
|
2,215,518 |
|
|
|
5.3 |
% |
Illinois |
|
|
164,131 |
|
|
|
2 |
|
|
|
1,093,010 |
|
|
|
2,186,020 |
|
|
|
5.2 |
% |
Massachusetts |
|
|
338,508 |
|
|
|
3 |
|
|
|
1,087,044 |
|
|
|
2,174,088 |
|
|
|
5.2 |
% |
All Other States |
|
|
1,964,776 |
|
|
|
15 |
|
|
|
6,609,594 |
|
|
|
13,219,188 |
|
|
|
31.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,304,159 |
|
|
|
50 |
|
|
$ |
20,824,586 |
|
|
$ |
41,649,172 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our Adviser and Administrator
Our Adviser is led by a management team which has extensive experience purchasing real estate and
originating mortgage loans. Our Adviser is controlled by David Gladstone, our chairman and chief
executive officer. Mr. Gladstone is also the chairman and chief executive officer of our Adviser.
Terry Lee Brubaker, our vice chairman, chief operating officer, secretary and director, is a member
of the board of directors of our Adviser as well as its vice chairman and chief operating officer.
George Stelljes III, our president, chief investment officer and director, is a member of the board
of directors of our Adviser and its president and chief investment officer. Gladstone
Administration, LLC, or our Administrator, employs our chief financial officer, chief compliance
officer, internal counsel, treasurer, investor relations and their respective staffs.
Our Adviser and Administrator also provide investment advisory and administrative services,
respectively, to our affiliates, Gladstone Capital Corporation and Gladstone Investment
Corporation, both publicly-traded business development companies, as well as Gladstone Land
Corporation, a private agricultural real estate company. With the exception of our chief financial
officer, all of our executive officers serve as either directors or executive officers, or both, of
Gladstone Capital Corporation and Gladstone Investment
25
Corporation. In the future, our Adviser may provide investment advisory services to other funds,
both public and private, of which it is the sponsor.
Advisory and Administration Agreements
We are externally managed pursuant to contractual arrangements with our Adviser and our
Administrator. Our Adviser and Administrator employ all of our personnel and pay their payroll,
benefits, and general expenses directly. On January 1, 2007, we entered into an advisory agreement
with our Adviser, or the Advisory Agreement, and an administration agreement with our
Administrator, or the Administration Agreement.
Under the terms of the Advisory Agreement, we are responsible for all expenses incurred for our
direct benefit. Examples of these expenses include legal, accounting, interest on short-term debt
and mortgages, tax preparation, directors and officers insurance, stock transfer services,
stockholder-related fees, consulting and related fees. In addition, we are also responsible for
all fees charged by third parties that are directly related to our business, which may include real
estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees
(although we may be able to pass some or all of such fees on to our tenants and borrowers).
During the three and six months ended June 30, 2010 and 2009, none of these expenses were incurred
by us directly. The actual amount of such fees that we incur in the future will depend largely upon
the aggregate costs of the properties that we acquire, the aggregate amount of mortgage loans that
we make and the extent to which we are able to shift the burden of such fees to our tenants and
borrowers. Accordingly, the amount of these fees that we will pay in the future is not
determinable at this time.
Management Services and Fees under the Advisory Agreement
The Advisory Agreement provides for an annual base management fee equal to 2.0% of our total
stockholders equity, less the recorded value of any preferred stock, or total common stockholders
equity, and for an incentive fee based on funds from operations, or FFO. Our Adviser does not
charge acquisition or disposition fees when we acquire or dispose of properties as is common with
other externally-advised REITs. Furthermore, there are no fees charged when our Adviser secures
long-term or short-term credit or arranges mortgage loans on our properties.
For purposes of calculating the incentive fee, FFO includes any realized capital gains and capital
losses, less any distributions paid on preferred stock, but FFO does not include any unrealized
capital gains or losses. The incentive fee would reward our Adviser if our quarterly FFO, before
giving effect to any incentive fee, or pre-incentive fee FFO, exceeds 1.75%, or the hurdle rate, of
total common stockholders equity. We pay our Adviser an incentive fee with respect to our
pre-incentive fee FFO in each calendar quarter as follows:
|
|
|
no incentive fee in any calendar quarter in which our pre-incentive fee FFO does not
exceed the hurdle rate of 1.75% (7% annualized); |
|
|
|
|
100% of the amount of the pre-incentive fee FFO that exceeds the hurdle rate, but is
less than 2.1875% in any calendar quarter (8.75% annualized); and |
|
|
|
|
20% of the amount of our pre-incentive fee FFO that exceeds 2.1875% in any calendar
quarter (8.75% annualized). |
26
Quarterly Incentive Fee Based on FFO
Pre-incentive fee FFO
(expressed as a percentage of total common stockholders equity)
Percentage of pre-incentive fee FFO allocated to incentive fee
The incentive fee may be reduced because of a covenant which exists in our line of credit agreement
which limits distributions to our stockholders to 95% of FFO. In order to comply with this
covenant, our board of directors accepted our Advisers offer to unconditionally, irrevocably and
voluntarily waive on a quarterly basis a portion of the incentive fee for both the three and six
months ended June 30, 2010 and 2009, respectively, which allowed us to maintain the current level
of distributions to our stockholders. These waived fees may not be recouped by our Adviser in the
future. Our Adviser has indicated that it intends to continue to waive all or a portion of the
incentive fee in order to support the current level of distributions to our stockholders; however,
our Adviser is not required to issue any such waiver, either in whole or in part.
Administration Agreement
Pursuant to the Administration Agreement, we pay for our allocable portion of our Administrators
overhead expenses incurred while performing its obligations to us, including, but not limited to,
rent and the salaries and benefits expenses of our chief financial officer, chief compliance
officer, internal counsel, treasurer, investor relations and their respective staffs. Our
allocable portion of expenses is derived by multiplying our Administrators total expenses by the
percentage of our total assets at the beginning of each quarter in comparison to the total assets
of all companies managed by our Adviser under similar agreements.
Critical Accounting Policies
The preparation of our financial statements in accordance with generally accepted accounting
principles in the United States of America, or GAAP, requires Management to make judgments that are
subjective in nature in order to make certain estimates and assumptions. Management relies on its
experience, collects historical and current market data, and analyzes this information in order to
arrive at what it believes to be reasonable estimates. Under different conditions or assumptions,
materially different amounts could be reported related to the accounting policies described below.
In addition, application of these accounting policies involves the exercise of judgment regarding
the use of assumptions as to future uncertainties, and as a result, actual results could materially
differ from these estimates. A summary of all of our significant accounting policies is provided
in Note 1 to our consolidated financial statements included elsewhere in this Report. Below is a
summary of accounting polices involving estimates and assumptions that require complex, subjective
or significant judgments in their application and that materially affect our results of operations.
Allocation of Purchase Price
When we acquire real estate, we allocate the purchase price, less any expenses related to the
acquisition, to (i) the acquired tangible assets and liabilities, consisting of land, building,
tenant improvements, long-term debt and (ii) the identified intangible assets and liabilities,
consisting of the value of above-market and below-market leases, the value of in-place leases, the
value of unamortized lease origination costs, the value of tenant relationships and the value of
capital lease obligations, based in each case on their fair
27
values. All expenses related to the acquisition are expensed as incurred, rather than capitalized
into the cost of the acquisition as had been the previous accounting.
Managements estimates of value are made using methods similar to those used by independent
appraisers (e.g., discounted cash flow analysis). Factors considered by Management in its analysis
include an estimate of carrying costs during hypothetical expected lease-up periods, considering
current market conditions and costs to execute similar leases. We also consider information
obtained about each property as a result of our pre-acquisition due diligence, marketing and
leasing activities in estimating the fair value of the tangible and intangible assets and
liabilities acquired. In estimating carrying costs, Management also includes real estate taxes,
insurance and other operating expenses and estimates of lost rentals at market rates during the
hypothetical expected lease-up periods, which primarily range from 9 to 18 months, depending on
specific local market conditions. Management also estimates costs to execute similar leases,
including leasing commissions, legal and other related expenses to the extent that such costs are
not already incurred in connection with a new lease origination as part of the transaction.
Management also considers the nature and extent of our existing business relationships with the
tenant, growth prospects for developing new business with the tenant, the tenants credit quality
and Managements expectations of lease renewals (including those existing under the terms of the
lease agreement), among other factors. A change in any of the assumptions above, which are very
subjective, could have a material impact on our results of operations.
The allocation of the purchase price directly affects the following in our consolidated financial
statements:
|
|
|
The amount of purchase price allocated to the various tangible and intangible assets 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 39 years, but do not depreciate our land. These differences
in timing could have a material impact on our results of operations. |
Asset Impairment Evaluation
We periodically review the carrying value of each property to determine if circumstances that
indicate impairment in the carrying value of the investment exist or that depreciation periods
should be modified. In determining if impairment exists, Management considers such factors as our
tenants payment history, the financial condition of our tenants, including calculating the current
leverage ratios of tenants, the likelihood of lease renewal, business conditions in the industry in
which our tenants operate and whether the carrying value of our real estate has decreased. If any
of the factors above support the possibility of impairment, we prepare a projection of the
undiscounted future cash flows, without interest charges, of the specific property and determine if
the carrying amount in such property is recoverable. In preparing the projection of undiscounted
future cash flows, we estimate the holding periods of the properties and cap rates using
information that we obtain from market comparability studies and other comparable sources. If
impairment is indicated, the carrying value of the property would be written down to its estimated
fair value based on our best estimate of the propertys discounted future cash flows using
assumptions from market participants. Any material changes to the estimates and assumptions used
in this analysis could have a significant impact on our results of operations, as the changes would
impact our determination of whether impairment is deemed to have occurred and the amount of
impairment loss that we would recognize.
28
Using the methodology discussed above and in light of the current economic conditions
discussed above in Overview-Business Environment, we performed an impairment analysis of our
entire portfolio as then existing on June 30, 2010. We concluded that none of our properties were
impaired, and we will continue to monitor our portfolio for any indicators that may change our
conclusion.
Provision for Loan Losses
Our accounting policies require that we reflect in our financial statements an allowance for
estimated credit losses with respect to mortgage loans that we have made based upon our evaluation
of known and inherent risks associated with our private lending assets. Management reflects
provisions for loan losses based upon our assessment of general market conditions, our internal
risk management policies and credit risk rating system, industry loss experience, our assessment of
the likelihood of delinquencies or defaults, and the value of the collateral underlying our
investments. Any material changes to the estimates and assumptions used in this analysis could
have a significant impact on our results of operations. We did not make a loss allowance for our
existing mortgage loan receivable as of June 30, 2010 as we believe that the carrying value of the
loan is fully collectable.
Recently Issued Accounting Pronouncements
Refer to Note 1 in the accompanying consolidated financial statements for a summary of all recently
issued accounting pronouncements.
29
Results of Operations
Our weighted-average yield on our portfolio as of June 30, 2010 was approximately 9.58%. The
weighted-average yield on our portfolio is calculated by taking the annualized straight-line rents,
reflected as rental income on our consolidated statements of operations, or mortgage interest
payments, reflected as interest income from mortgage notes receivable on our consolidated
statements of operations, of each acquisition or mortgage loan as a percentage of the acquisition
or loan price, as applicable. The weighted-average yield does not account for the interest expense
incurred on the mortgages placed on our properties.
A comparison of our operating results for the three and six months ended June 30, 2010 and 2009 is
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
|
2010 |
|
|
2009 |
|
|
$ Change |
|
|
% Change |
|
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
|
$ |
10,409,519 |
|
|
$ |
10,379,172 |
|
|
$ |
30,347 |
|
|
|
0 |
% |
|
$ |
20,824,586 |
|
|
$ |
20,767,420 |
|
|
$ |
57,166 |
|
|
|
0 |
% |
Interest income from mortgage note receivable |
|
|
189,583 |
|
|
|
189,583 |
|
|
|
|
|
|
|
0 |
% |
|
|
377,083 |
|
|
|
377,083 |
|
|
|
|
|
|
|
0 |
% |
Tenant recovery revenue |
|
|
82,285 |
|
|
|
82,734 |
|
|
|
(449 |
) |
|
|
-1 |
% |
|
|
164,695 |
|
|
|
165,167 |
|
|
|
(472 |
) |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
10,681,387 |
|
|
|
10,651,489 |
|
|
|
29,898 |
|
|
|
0 |
% |
|
|
21,366,364 |
|
|
|
21,309,670 |
|
|
|
56,694 |
|
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
3,390,492 |
|
|
|
3,282,629 |
|
|
|
107,863 |
|
|
|
3 |
% |
|
|
6,712,362 |
|
|
|
6,590,438 |
|
|
|
121,924 |
|
|
|
2 |
% |
Property operating expenses |
|
|
229,733 |
|
|
|
230,785 |
|
|
|
(1,052 |
) |
|
|
0 |
% |
|
|
474,088 |
|
|
|
467,595 |
|
|
|
6,493 |
|
|
|
1 |
% |
Due diligence expense |
|
|
|
|
|
|
6,886 |
|
|
|
(6,886 |
) |
|
|
-100 |
% |
|
|
21,876 |
|
|
|
16,433 |
|
|
|
5,443 |
|
|
|
33 |
% |
Base management fee |
|
|
296,141 |
|
|
|
357,650 |
|
|
|
(61,509 |
) |
|
|
-17 |
% |
|
|
608,705 |
|
|
|
730,298 |
|
|
|
(121,593 |
) |
|
|
-17 |
% |
Incentive fee |
|
|
829,264 |
|
|
|
812,653 |
|
|
|
16,611 |
|
|
|
2 |
% |
|
|
1,675,456 |
|
|
|
1,598,942 |
|
|
|
76,514 |
|
|
|
5 |
% |
Administration fee |
|
|
219,119 |
|
|
|
257,207 |
|
|
|
(38,088 |
) |
|
|
-15 |
% |
|
|
451,003 |
|
|
|
481,561 |
|
|
|
(30,558 |
) |
|
|
-6 |
% |
Professional fees |
|
|
201,801 |
|
|
|
125,965 |
|
|
|
75,836 |
|
|
|
60 |
% |
|
|
377,411 |
|
|
|
361,161 |
|
|
|
16,250 |
|
|
|
4 |
% |
Insurance expense |
|
|
56,513 |
|
|
|
48,125 |
|
|
|
8,388 |
|
|
|
17 |
% |
|
|
112,838 |
|
|
|
96,804 |
|
|
|
16,034 |
|
|
|
17 |
% |
Directors fees |
|
|
49,025 |
|
|
|
50,386 |
|
|
|
(1,361 |
) |
|
|
-3 |
% |
|
|
98,443 |
|
|
|
100,088 |
|
|
|
(1,645 |
) |
|
|
-2 |
% |
Stockholder-related expenses |
|
|
78,596 |
|
|
|
88,245 |
|
|
|
(9,649 |
) |
|
|
-11 |
% |
|
|
123,812 |
|
|
|
171,892 |
|
|
|
(48,080 |
) |
|
|
-28 |
% |
Asset retirement obligation expense |
|
|
37,857 |
|
|
|
35,476 |
|
|
|
2,381 |
|
|
|
7 |
% |
|
|
75,104 |
|
|
|
70,384 |
|
|
|
4,720 |
|
|
|
7 |
% |
General and administrative |
|
|
17,733 |
|
|
|
15,453 |
|
|
|
2,280 |
|
|
|
15 |
% |
|
|
35,563 |
|
|
|
26,005 |
|
|
|
9,558 |
|
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses before
credit from Adviser |
|
|
5,406,274 |
|
|
|
5,311,460 |
|
|
|
94,814 |
|
|
|
2 |
% |
|
|
10,766,661 |
|
|
|
10,711,601 |
|
|
|
55,060 |
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit to incentive fee |
|
|
(56,073 |
) |
|
|
(129,623 |
) |
|
|
73,550 |
|
|
|
-57 |
% |
|
|
(56,073 |
) |
|
|
(364,704 |
) |
|
|
308,631 |
|
|
|
-85 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
5,350,201 |
|
|
|
5,181,837 |
|
|
|
168,364 |
|
|
|
3 |
% |
|
|
10,710,588 |
|
|
|
10,346,897 |
|
|
|
363,691 |
|
|
|
4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income from temporary investments |
|
|
113 |
|
|
|
184 |
|
|
|
(71 |
) |
|
|
-39 |
% |
|
|
378 |
|
|
|
17,465 |
|
|
|
(17,087 |
) |
|
|
-98 |
% |
Interest income employee loans |
|
|
42,574 |
|
|
|
48,862 |
|
|
|
(6,288 |
) |
|
|
-13 |
% |
|
|
85,674 |
|
|
|
97,748 |
|
|
|
(12,074 |
) |
|
|
-12 |
% |
Other income |
|
|
5,013 |
|
|
|
11,320 |
|
|
|
(6,307 |
) |
|
|
-56 |
% |
|
|
8,329 |
|
|
|
11,320 |
|
|
|
(2,991 |
) |
|
|
-26 |
% |
Interest expense |
|
|
(4,372,435 |
) |
|
|
(4,433,998 |
) |
|
|
61,563 |
|
|
|
-1 |
% |
|
|
(8,657,373 |
) |
|
|
(8,921,555 |
) |
|
|
264,182 |
|
|
|
-3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
(4,324,735 |
) |
|
|
(4,373,632 |
) |
|
|
48,897 |
|
|
|
-1 |
% |
|
|
(8,562,992 |
) |
|
|
(8,795,022 |
) |
|
|
232,030 |
|
|
|
-3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
1,006,451 |
|
|
|
1,096,020 |
|
|
|
(89,569 |
) |
|
|
-8 |
% |
|
|
2,092,784 |
|
|
|
2,167,751 |
|
|
|
(74,967 |
) |
|
|
-3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations |
|
|
|
|
|
|
20,916 |
|
|
|
(20,916 |
) |
|
|
-100 |
% |
|
|
|
|
|
|
38,754 |
|
|
|
(38,754 |
) |
|
|
-100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions attributable to preferred stock |
|
|
(1,023,437 |
) |
|
|
(1,023,437 |
) |
|
|
|
|
|
|
0 |
% |
|
|
(2,046,876 |
) |
|
|
(2,046,875 |
) |
|
|
(1 |
) |
|
|
0 |
% |
Distributions attributable to senior common stock |
|
|
(375 |
) |
|
|
|
|
|
|
(375 |
) |
|
|
-100 |
% |
|
|
(375 |
) |
|
|
|
|
|
|
(375 |
) |
|
|
-100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders |
|
$ |
(17,361 |
) |
|
$ |
93,499 |
|
|
$ |
(110,860 |
) |
|
|
-119 |
% |
|
$ |
45,533 |
|
|
$ |
159,630 |
|
|
$ |
(114,097 |
) |
|
|
-71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
Operating Revenues
Rental income remained flat for the three and six months ended June 30, 2010, as compared to the
three and six months ended June 30, 2009, because no properties have been acquired since 2008, nor
did we have a change in occupancy over the period.
Interest income from mortgage notes receivable remained flat for the three and six months ended
June 30, 2010, as compared to the three and six months ended June 30, 2009, because interest income
on our mortgage loan is calculated based on a floor rate of 7.5% per year or the one month London
Interbank Offered Rate, or LIBOR, plus 6.0% per year and has a ceiling rate of 10.0%. LIBOR plus
the 6.0% spread has remained below the floor rate of 7.5% over the past year, resulting in interest
remaining flat.
Tenant recovery revenue remained relatively flat for the three and six months ended June 30, 2010,
as compared to the three and six months ended June 30, 2009, because no properties have been
acquired since 2008, nor did we have a change in occupancy over the period.
Operating Expenses
Depreciation and amortization expenses remained relatively flat for the three and six months ended
June 30, 2010, as compared to the three and six months ended June 30, 2009, because no properties
have been acquired since 2008.
Property operating expenses consist of franchise taxes, management fees, insurance, ground lease
payments and overhead expenses paid on behalf of certain of our properties. Property operating
expenses remained relatively flat during the three and six months ended June 30, 2010, as compared
to the three and six months ended June 30, 2009, because no properties have been acquired since
2008.
Due diligence expense primarily consists of legal fees and fees incurred for third-party reports
prepared in connection with potential acquisitions and our due diligence analyses related thereto.
Due diligence expenses decreased for the three months ended June 30, 2010, as compared to the three
months ended June 30, 2009, because no legal fees were incurred during the period three months
ended June 30, 2010 for potential acquisitions. Due diligence expense increased for the six months
ended June 30, 2010, as compared to the six months ended June 30, 2009, due to legal fees incurred
in connection with potential acquisitions initiated during the first quarter of 2010. Total due
diligence expenses remain relatively low; however, with our adoption of Accounting Standards
Codification, or ASC, 805 Business Combinations, on January 1, 2009, which requires that we no
longer capitalize due diligence costs into the price of an acquisition, we expect that our due
diligence expense will increase significantly once we begin to acquire properties again.
The base management fee decreased for the three and six months ended June 30, 2010, as compared to
the three and six months ended June 30, 2009, due to a decrease in total common stockholders
equity, the main component of the calculation. Total common stockholders equity decreased because
distributions to common stockholders for the six months ended June 30, 2010 exceeded net income
during the period by approximately $4.3 million. The calculation of the base management fee is
described in detail above under Advisory and Administration Agreements.
The incentive fee increased for the three and six months ended June 30, 2010, as compared to the
three and six months ended June 30, 2009, due to the increase in pre-incentive fee FFO caused by a
decrease in certain of our operating expenses, coupled with the decrease in total common
stockholders equity. The calculation of the incentive fee is described in detail above under
Advisory and Administration Agreements.
The administration fee decreased slightly for the three and six months ended June 30, 2010, as
compared to the three and six months ended June 30, 2009, primarily as a result of a decrease in
the amount of the total
31
expenses allocated from our Administrator during the periods. The calculation of the administration
fee is described in detail above under Advisory and Administration Agreements.
Professional fees, consisting primarily of legal and accounting fees, increased during the three
and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009,
primarily due to increased legal fees incurred in 2010 related to ongoing legal work with certain
of our existing tenants.
Insurance expense consists of the premiums paid for directors and officers insurance, which is
renewed annually each September. Insurance expense increased for the three and six months ended
June 30, 2010, as compared to the three and six months ended June 30, 2009, because of an increase
in the premiums for the period from September 2009 through September 2010.
Directors fees remained relatively flat during the three and six months ended June 30, 2010, as
compared to the three and six months ended June 30, 2009, as we made no changes to the compensation
paid to our non-employee directors for 2010.
Stockholder-related expense decreased for the three and six months ended June 30, 2010, as compared
to the three and six months ended June 30, 2009, primarily as a result of decreased costs
associated with printing and filing our proxy materials and annual report.
Asset retirement obligation expense increased for the three and six months ended June 30, 2010, as
compared to the three and six months ended June 30, 2009, because of the increase in the accretion
of the expense over the term of the lease including renewal periods.
General and administrative expenses increased for the three and six months ended June 30, 2010, as
compared to the three and six months ended June 30, 2009, primarily as a result of an increase in
the amount of travel for site visits to our properties, coupled with an increase in bank service
charges.
Other Income and Expense
Interest income from temporary investments decreased during the three and six months ended June 30,
2010, as compared to the three and six months ended June 30, 2009, primarily because of lower
interest rates earned on our money market accounts, coupled with interest received during the six
months ended June 30, 2009 from funds held on deposit for a prospective real estate acquisition,
coupled with interest earned on amounts held in reserve accounts with our lenders.
Interest income on employee loans decreased during the three and six months ended June 30, 2010, as
compared to the three and six months ended June 30, 2009. This decrease was a result of loan
payoffs made by employees during 2009 and other principal repayments during the first six months of
2010, coupled with a stock option loan to a former employee of our Adviser whereby interest on her
loan is now recorded in other income. The loan was paid in full in March 2010.
Other income decreased during the three and six months ended June 30, 2010, as compared to the
three and six months ended June 30, 2009, primarily because of income earned in 2009 related to the
resolution of a lease agreement, partially offset by income earned on a stock option loan to a
former employee of our Adviser during the 2010 period. In connection with that employees
termination of employment with our Adviser and the later amendment of the loan, the interest on the
loan from the date of termination, November 2009, is included in other income on the consolidated
statement of operations. The loan was paid in full in March 2010.
Interest expense decreased for the three and six months ended June 30, 2010, as compared to the
three and six months ended June 30, 2009. This decrease was primarily a result of a decrease in
LIBOR from the first two quarters of 2009, which reduced our interest expense under our line of
credit, coupled with reduced interest expense on our long-term financings from amortizing principal
payments made during 2009 and 2010.
32
Discontinued Operations
Income from discontinued operations for the three and six months ended June 30, 2009 relates to the
property that we sold in July 2009, which was located in Norfolk, Virginia.
Net Income Available to Common Stockholders
Net income available to common stockholders decreased for the three and six months ended June 30,
2010, as compared to the three and six months ended June 30, 2009 due to increased professional
fees incurred during the 2010 period, coupled with an increased net incentive fee paid to our
Advisor. The calculation of the incentive fee is described in detail above under Advisory and
Administration Agreements.
Liquidity and Capital Resources
Future Capital Needs
At June 30, 2010, we had approximately $3.3 million in cash and cash equivalents. We have an
available borrowing capacity of $4.9 million under our line of credit and have obtained mortgages
on 55 of our properties. As of June 30, 2010, we had investments in 64 real properties for a net
carrying value, including intangible assets, of approximately $378.7 million and one mortgage loan
receivable for $10.0 million.
As discussed in Overview-Business Environment above, while there have been improvements in the
U.S. economy, we continue to be impacted by weak capital market conditions, which have affected our
ability to obtain additional mortgages, as well as our ability to borrow funds and issue equity
securities, our principal sources of external financing. Until economic conditions fully recover
and stabilize, we intend to fund our existing contractual obligations with our cash flows from
operations and with borrowings made against our existing line of credit. If economic conditions
continue to improve, we are hopeful that we will be able to issue additional equity securities
under our effective shelf registration statement, including pursuant to our Open Market Sale
Agreement, and through a continuous private offering of our senior common stock. If we are able to
raise significant equity capital, we would intend to use the proceeds to acquire additional
properties, make mortgage loans, repurchase shares of our preferred stock on the open market or pay
down outstanding borrowings under our line of credit.
Our existing shelf registration statement permits us to issue, through one or more transactions, up
to an aggregate sales price of $300.0 million in securities consisting of common or preferred
stock, of which $25.0 million was reserved for sales under our Open Market Sale Agreement,
discussed below, as of June 30, 2010. On November 4, 2009, we entered into an Open Market Sale
Agreement with Jefferies under which we may, from time to time, offer and sell shares of our common
stock with an aggregate sales price of up to $25.0 million through Jefferies, as agent, or to
Jefferies, as principal, based upon our instructions (including any price, time or size limits or
other customary parameters or conditions that we may impose). Sales of shares of our common stock
through Jefferies, if any, will be executed by means of ordinary brokers transactions on the
NASDAQ Global Select Market or otherwise at market prices, in privately negotiated transactions,
crosses or block transactions, as may be agreed between us and Jefferies, including a combination
of any of these transactions. We will pay Jefferies a commission equal to 2.0% of the gross sales
proceeds of any common stock sold through Jefferies as agent under the Open Market Sale Agreement.
To date, we have not sold any shares of our common stock under the Open Market Sale Agreement, and
there is no guarantee that we will sell any common stock under such agreement in the future.
In addition, on November 19, 2009, we entered into a dealer manager agreement with Halcyon who will
act as our dealer manager in connection with our continuous private offering of up to 3,333,333
shares of our newly designated senior common stock at $15.00 per share. This offering is only
being made to accredited investors. Holders of the senior common stock will have the right, but
not the obligation, following the fifth anniversary of the issuance of such shares proposed to be
exchanged, to exchange any or all of such shares of senior common stock for shares of our common
stock. As of July 23, 2010, we have issued
33
10,287 shares of senior common stock at a gross price per share of $15.00. Net proceeds from these
sales, after selling commissions and dealer manager fees, were approximately $138,000. The net
proceeds from the sale of the senior common stock will be used for investment in additional
properties and mortgage loans, to repay indebtedness, to potentially purchase shares of our
preferred stock on the open market, or other general corporate purposes.
As banks recommence their general lending practices, we intend to obtain mortgages on any
additional acquired properties by collateralizing the mortgages with some or all of our real
property or by borrowing against our existing line of credit. We may use these funds for general
corporate needs. If we are unable to make any required debt payments on any borrowings, our
lenders could foreclose on the properties collateralizing their loans, which could cause us to lose
part or all of our investments in such properties. We have $48.0 million of balloon principal
payments maturing under one of our long-term mortgages in 2010; however, the mortgage has three
annual extension options through 2013, each of which we currently intend to exercise. At the time
of each notification of extension of the $48.0 million loan, we are required to remit a fee of
0.25% of the outstanding principal balance and a certification to the lender that our aggregate
debt service coverage ratio is not less than 1.2. As of June 30, 2010 we were in compliance with
this covenant. The interest rate for the extension periods will adjust based upon the 1-year swap
rate at the time of extension and a fixed spread of 4.16% in the first year, 4.29% in the second
year and 4.41% in the third year. Based upon the current 1-year swap rate, the adjusted interest
rate would be less than the current rate on the mortgage loan, though this rate could increase
prior to our delivery of the extension notice. We have no other balloon principal payments due
under any of our mortgages until 2013.
We also need sufficient capital to fund our distributions to stockholders, pay the debt
service costs on our existing long-term mortgages, and fund our current operating costs. We may
require credits to our management fees, issued from our Adviser, to meet these obligations,
although our Adviser is under no obligation to provide any such credits, either in whole or in
part.
Our line of credit is a material source to satisfy our long-term liquidity requirements. As our
line of credit matures in December 2010, we are actively seeking to negotiate a renewal of the line
of credit or to find replacement financing. The ability to renew or find other replacement
financing is not guaranteed and the cost of any such financing could be substantially higher than
current debt costs. We routinely review our liquidity requirements, and, provided that we are able
to obtain a renewal of our line of credit or a new source of financing, either of which we expect
to be able to procure, we believe that our current cash flows from operations, coupled with our
line of credit, are sufficient to continue operations and pay distributions to our stockholders.
Operating Activities
Net cash provided by operating activities during the six months ended June 30, 2010 was
approximately $7.1 million, as compared to net cash provided by operating activities of
approximately $8.1 million for the six months ended June 30, 2009. This decrease was primarily a
result of an increase in the amount of operating expenses and the net incentive fee paid to our
Adviser coupled with an increase in capitalized expenses associated with our ongoing equity
offerings. The majority of cash from operating activities is generated from the rental payments
that we receive from our tenants and from the interest payments that we receive from our borrower.
We utilize this cash to fund our property-level operating expenses and use the excess cash
primarily for debt and interest payments on our mortgage notes payable, interest payments on our
line of credit, distributions to our stockholders, management fees to our Adviser, and other
entity-level expenses.
Investing Activities
Net cash provided by investing activities during the six months ended June 30, 2010 was
approximately $149,000, which primarily consisted of net receipts from lenders for reserves and a
decrease in the amount of our restricted cash, partially offset by tenant improvements performed at
certain of our properties, as compared to net cash used in investing activities during the six
months ended June 30, 2009 of approximately $1.0 million, which consisted of an increase in the
amount of restricted cash, net payments
34
to lenders for reserves and leasing commissions paid related to the extension of the lease for our
property located in Eatontown, New Jersey. We have not purchased any properties since August 2008
because of the lack of access to capital as discussed in Overview-Business Environment above,
which has resulted in a significant decrease in the cash used in investing activities.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2010 was approximately $7.0
million, which primarily consisted of distributions paid to our stockholders and principal
repayments on mortgage notes payable, partially offset by net borrowings on our line of credit.
Net cash used in financing activities for the six months ended June 30, 2009 was approximately $8.8
million, which primarily consisted of repayment of our short-term loan, repayments on our line of
credit, principal repayments on mortgage notes payable and distributions paid to our stockholders.
Mortgage Notes Payable
As of June 30, 2010, we had 16 fixed-rate mortgage notes payable in the aggregate principal amount
of approximately $251.5 million, collateralized by a total of 55 properties with terms at issuance
ranging from 2 years to 25 years. The weighted-average interest rate on the mortgage notes payable
as of June 30, 2010 was approximately 6.0%.
Line of Credit
We have a $50.0 million senior revolving credit agreement, or Credit Agreement, with a syndicate of
banks led by KeyBank National Association, or KeyBank, which matures on December 29, 2010.
Currently, eight of our properties are pledged as collateral under our line of credit. The
interest rate charged on the advances under the facility is based on LIBOR, the prime rate or the
federal funds rate, depending on market conditions, and adjusts periodically. The unused portion
of the line of credit is subject to a fee of 0.15% per year. Our ability to access this source of
financing is subject to our continued ability to meet customary lending requirements such as
compliance with financial and operating covenants and our meeting certain lending limits. One such
covenant requires us to limit distributions to our stockholders to 95% of our FFO less those
acquisition-related costs that are required to be expensed under ASC 805. In addition, the maximum
amount that we may draw under this agreement is based on a percentage of the value of properties
pledged as collateral to the banks, which must meet agreed upon eligibility standards. The maximum
amount that we may currently draw under the Credit Agreement is approximately $45.1 million.
Furthermore, those eight properties that are pledged as collateral to the banks are pledged through
a perfected first priority lien in the equity interest of the special purpose entity, or SPE, that
owns the property. In addition, Gladstone Commercial Limited Partnership, a Delaware limited
partnership that owns the SPEs, or the Operating Partnership, is precluded from transferring the
SPEs or unconsolidated affiliates to us.
If and when long-term mortgages are arranged for these pledged properties, the banks will release
the properties from the line of credit and reduce the availability under the line of credit by the
advanced amount of the released property. Conversely, as we purchase new properties meeting the
eligibility standards, we may pledge these new properties to obtain additional advances under this
agreement. The availability under the line of credit will also be reduced by letters of credit
used in the ordinary course of business. We may use the advances under the line of credit for both
general corporate purposes and the acquisition of new investments.
At June 30, 2010, there was $36.3 million outstanding under the line of credit at an interest rate
of approximately 2.5% and approximately $3.9 million outstanding under letters of credit at a
weighted average interest rate of approximately 2.2%. At June 30, 2010, the remaining borrowing
capacity available under the line of credit was approximately $4.9 million. Our ability to
increase the availability under our line of credit is dependent upon our pledging additional
properties as collateral. Traditionally, we have pledged new properties to the line of credit as we
arrange for long-term mortgages for these pledged
35
properties. Currently, only nine of our properties do not have long-term mortgages, and eight of
those are pledged as collateral under our line of credit. Accordingly, we have only one property
which is unencumbered, and which may be pledged as collateral to increase the borrowing capacity
available under the line of credit. We were in compliance with all covenants under the Credit
Agreement as of June 30, 2010.
As our line of credit matures in December 2010, we are actively negotiating a renewal of the line
of credit with KeyBank and simultaneously are in negotiations with other banks to find replacement
financing, though our ability to obtain replacement financing at the time of maturity could be
constrained by current economic conditions affecting the credit markets generally. Consequently, no
assurance can be given that we will be successful in renewing or replacing our line of credit with
terms similar to our existing line of credit or at all; however, we are optimistic that we will be
able to secure a new line of credit before December. Our inability to obtain replacement financing
for our line of credit on favorable terms, or at all, could have a material adverse effect on our
liquidity, our ability to make distributions to our stockholders and our ability to fund new
investments. In the interim, in order to maintain sufficient liquidity and capital resources, we
have and will continue to evaluate all available financing options.
Contractual Obligations
The following table reflects our material contractual obligations as of June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
Contractual Obligations |
|
Total |
|
|
Less than 1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
More than 5 Years |
|
Debt Obligations (1) |
|
|
287,753,252 |
|
|
$ |
87,100,228 |
|
|
$ |
6,773,238 |
|
|
$ |
32,882,071 |
|
|
$ |
160,997,715 |
|
Interest on Debt Obligations (2) |
|
|
69,564,532 |
|
|
|
13,080,805 |
|
|
|
23,549,443 |
|
|
|
21,059,786 |
|
|
|
11,874,498 |
|
Capital Lease Obligations (3) |
|
|
300,000 |
|
|
|
|
|
|
|
|
|
|
|
300,000 |
|
|
|
|
|
Operating Lease Obligations (4) |
|
|
1,677,614 |
|
|
|
152,510 |
|
|
|
305,021 |
|
|
|
305,021 |
|
|
|
915,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
359,295,398 |
|
|
$ |
100,333,543 |
|
|
$ |
30,627,702 |
|
|
$ |
54,546,878 |
|
|
$ |
173,787,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Debt obligations represent borrowings under our line of credit, which represents $36.3 million of the debt obligation due in less than 1 year,
and mortgage notes payable that were outstanding as of June 30, 2010. The line of credit matures in December 2010.
The $48.0 million mortgage note issued in September 2008 matures in October 2010, and we expect to exercise each of our options to extend the maturity date until October 2013. |
|
(2) |
|
Interest on debt obligations includes estimated interest on our borrowings under our line of credit.
The balance and interest rate on our line of credit is variable; thus, the amount of interest calculated for purposes of this table was based upon rates and
balances as of June 30, 2010. |
|
(3) |
|
Capital lease obligations represent the obligation to purchase the land held under the ground lease on our property located in Fridley, Minnesota. |
|
(4) |
|
Operating lease obligations represent the ground lease payments due on our Tulsa, Oklahoma property. The lease expires in June 2021. |
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2010.
36
Funds from Operations
The National Association of Real Estate Investment Trusts, or NAREIT, developed FFO as a relative
non-GAAP supplemental measure of operating performance of an equity REIT, in order 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, 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.
FFO available to common stockholders is FFO adjusted to subtract distributions made to holders of
preferred and senior common stock. We believe that net income available to common stockholders is
the most directly comparable GAAP measure to FFO available to common stockholders.
Basic funds from operations per share, or Basic FFO per share, and diluted funds from operations
per share, or Diluted FFO per share, is FFO available to common stockholders divided by the number
of weighted average shares of common stock outstanding and FFO available to common stockholders
divided by the number of weighted average shares of common stock outstanding on a diluted basis,
respectively, during a period. We believe that FFO available to common stockholders, Basic FFO per
share and Diluted FFO per share are useful to investors because they provide investors with a
further context for evaluating our FFO results in the same manner that investors use net income and
earnings per share, or EPS, in evaluating net income available to common stockholders. In addition,
because most REITs provide FFO available to common stockholders, Basic FFO and Diluted FFO per
share information to the investment community, we believe these are useful supplemental measures
when comparing us to other REITs. We believe that net income is the most directly comparable GAAP
measure to FFO, Basic EPS is the most directly comparable GAAP measure to Basic FFO per share, and
that diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share.
37
The following table provides a reconciliation of our FFO for the three and six months ended
June 30, 2010 and 2009, to the most directly comparable GAAP measure, net income, and a computation
of basic and diluted FFO per weighted average share of common stock and basic and diluted net
income per weighted average share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Net income |
|
$ |
1,006,451 |
|
|
$ |
1,116,936 |
|
|
$ |
2,092,784 |
|
|
$ |
2,206,505 |
|
Less: Distributions attributable to preferred and senior common stock |
|
|
(1,023,812 |
) |
|
|
(1,023,437 |
) |
|
|
(2,047,251 |
) |
|
|
(2,046,875 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders |
|
|
(17,361 |
) |
|
|
93,499 |
|
|
|
45,533 |
|
|
|
159,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add: Real estate depreciation and amortization, including discontinued operations |
|
|
3,390,492 |
|
|
|
3,286,743 |
|
|
|
6,712,362 |
|
|
|
6,600,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO available to common stockholders |
|
$ |
3,373,131 |
|
|
$ |
3,380,242 |
|
|
$ |
6,757,895 |
|
|
$ |
6,760,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding basic |
|
|
8,545,264 |
|
|
|
8,563,264 |
|
|
|
8,551,927 |
|
|
|
8,563,264 |
|
Weighted average shares outstanding diluted |
|
|
8,546,529 |
|
|
|
8,563,264 |
|
|
|
8,552,563 |
|
|
|
8,563,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per weighted average share of common stock |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per weighted average share of common stock |
|
$ |
0.00 |
|
|
$ |
0.01 |
|
|
$ |
0.01 |
|
|
$ |
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic FFO per weighted average share of common stock |
|
$ |
0.39 |
|
|
$ |
0.39 |
|
|
$ |
0.79 |
|
|
$ |
0.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted FFO per weighted average share of common stock |
|
$ |
0.39 |
|
|
$ |
0.39 |
|
|
$ |
0.79 |
|
|
$ |
0.79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per share of common stock |
|
$ |
0.375 |
|
|
$ |
0.375 |
|
|
$ |
0.750 |
|
|
$ |
0.750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of FFO paid per share of common stock |
|
|
95 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
38
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk includes risks that arise from changes in interest rates, foreign currency exchange
rates, commodity prices, equity prices and other market changes that affect market sensitive
instruments. The primary risk that we believe we will be exposed to is interest rate risk. We
currently own one variable rate loan receivable, certain of our leases contain escalations based on
market interest rates, and the interest rate on our existing line of credit is variable. Although
we seek to mitigate this risk by structuring such provisions of our loans and leases to contain a
minimum interest rate or escalation rate, as applicable, these features do not eliminate this risk.
We have not entered into any derivative contracts to attempt to further manage our exposure to
interest rate fluctuations.
To illustrate the potential impact of changes in interest rates on our net income for the three and
six months ended June 30, 2010 and 2009, we have performed the following analysis, which assumes
that our balance sheet remains constant and that no further actions beyond a minimum interest rate
or escalation rate are taken to alter our existing interest rate sensitivity.
The following table summarizes the impact of a 1% increase and 1% decrease in the one month LIBOR
for the three and six months ended June 30, 2010 and 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
1% increase in the one month LIBOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental & interest income |
|
$ |
|
|
|
$ |
5 |
|
|
$ |
|
|
|
$ |
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
91,758 |
|
|
|
80,383 |
|
|
|
182,508 |
|
|
|
159,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease |
|
$ |
(91,758 |
) |
|
$ |
(80,378 |
) |
|
$ |
(182,508 |
) |
|
$ |
(159,878 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders (as reported) |
|
$ |
(17,361 |
) |
|
$ |
93,499 |
|
|
$ |
45,533 |
|
|
$ |
159,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease as percentage of
Net (loss) income available to common stockholders (as reported) |
|
|
528.5 |
% |
|
|
-86.0 |
% |
|
|
-400.8 |
% |
|
|
-100.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% decrease in the one month LIBOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental & interest income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
(91,758 |
) |
|
$ |
(80,383 |
) |
|
$ |
(182,508 |
) |
|
$ |
(159,883 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase |
|
$ |
91,758 |
|
|
$ |
80,383 |
|
|
$ |
182,508 |
|
|
$ |
159,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders (as reported) |
|
$ |
(17,361 |
) |
|
$ |
93,499 |
|
|
$ |
45,533 |
|
|
$ |
159,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase as percentage of
Net (loss) income available to common stockholders (as reported) |
|
|
-528.5 |
% |
|
|
86.0 |
% |
|
|
400.8 |
% |
|
|
100.2 |
% |
As of June 30, 2010, the fair value of our fixed rate debt outstanding was approximately $241.2
million. Interest rate fluctuations may affect the fair value of our fixed rate debt instruments.
If interest rates on our fixed rate debt instruments, using rates at June 30, 2010, had been one
percentage point higher or lower, the fair value of those debt instruments on that date would have
decreased or increased by approximately $9.0 million and $9.5 million, respectively.
In the future, we may be exposed to additional effects of interest rate changes primarily as a
result of our line of credit or long-term mortgage debt which we use to maintain liquidity and fund
expansion of our real estate investment portfolio and operations. Our interest rate risk
management objectives are to limit the impact of interest rate changes on earnings and cash flows
and to lower overall borrowing costs. To achieve this objective, we will borrow primarily at fixed
rates or variable rates with the lowest margins available and, in some cases, with the ability to
convert variable rates to fixed rates. We may also enter into derivative financial instruments
such as interest rate swaps and caps in order to mitigate the interest rate risk on a related
financial instrument. We will not enter into derivative or interest rate transactions for
speculative purposes.
39
In addition to changes in interest rates, the value of our real estate is subject to fluctuations
based on changes in local and regional economic conditions and changes in the creditworthiness of
lessees and borrowers, all of which may affect our ability to refinance debt if necessary.
Item 4. Controls and Procedures
a) Evaluation of Disclosure Controls and Procedures
As of June 30, 2010, our management, including our chief executive officer and chief financial
officer, evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation,
management, including the chief executive officer and chief financial officer, concluded that our
disclosure controls and procedures were effective as of June 30, 2010 in providing a reasonable
level of assurance that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within the time periods
specified in applicable SEC rules and forms, including providing a reasonable level of assurance
that information required to be disclosed by us in such reports is accumulated and communicated to
our management, including our chief executive officer and our chief financial officer, as
appropriate to allow timely decisions regarding required disclosure. However, in evaluating the
disclosure controls and procedures, management recognized that any controls and procedures, no
matter how well designed and operated can provide only reasonable assurance of necessarily
achieving the desired control objectives, and management was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
b) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the
quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
40
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Neither we nor any of our subsidiaries are currently subject to any material legal proceedings,
nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries.
Item 1A. Risk Factors
Our business is subject to certain risks and events that, if they occur, could adversely affect our
financial condition and results of operations and the trading price of our common stock. For a
discussion of these risks, please refer to the section captioned Item 1A. Risk Factors in our
Annual Report on Form 10-K for the year ended December 31, 2009, filed by us with the Securities
and Exchange Commission on February 24, 2010 and our Quarterly Report on Form 10-Q for the three
months ended March 31, 2010, filed by us with the Securities and Exchange Commission on May 3,
2010.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Removed and Reserved
Item 5. Other Information
Not applicable.
41
Item 6. Exhibits
Exhibit Index
|
|
|
Exhibit Number |
|
Exhibit Description |
3.1
|
|
Articles of Amendment and Restatement to Articles of
Incorporation, incorporated by reference to Exhibit 3.1 to
the Registration Statement on Form S-11 (File No.
333-106024), filed June 11, 2003 |
|
|
|
3.1.1
|
|
Articles of Amendment to Articles of Amendment and
Restatement of Articles of Incorporation, incorporated by
reference to Exhibit 3.1.1 to the Quarterly Report on Form
10-Q, filed July 30, 2009 |
|
|
|
3.1.2
|
|
Articles Supplementary, incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K, filed March
19, 2010 |
|
|
|
3.2
|
|
Bylaws, incorporated by reference to Exhibit 3.2 to the
Registration Statement on Form S-11 (File No. 333-106024),
filed June 11, 2003 |
|
|
|
3.2.1
|
|
First Amendment to Bylaws, incorporated by reference to
Exhibit 99.1 of the Current Report on Form 8-K, filed July
10, 2007 |
|
|
|
4.1
|
|
Articles Supplementary Establishing and Fixing the Rights
and Preferences of the 7.75% Series A Cumulative Redeemable
Preferred Stock, incorporated by reference to Exhibit 3.3
of Form 8-A (File No. 000-50363), filed January 19, 2006 |
|
|
|
4.2
|
|
Articles of Amendment to Articles Supplementary
Establishing and Fixing the Rights and Preferences of the
7.75% Series A Cumulative Redeemable Preferred Stock,
incorporated by reference to Exhibit 99.1 of Form 8-K,
filed on April 13, 2006 |
|
|
|
4.3
|
|
Articles Supplementary Establishing and Fixing the Rights
and Preferences of the 7.5% Series B Cumulative Redeemable
Preferred Stock, incorporated by reference to Exhibit 3.4
of Form 8-A (File No. 000-50363), filed October 19, 2006 |
|
|
|
4.4
|
|
Amended and Restated Articles Supplementary Establishing
and Fixing the Rights and Preferences of Senior Common
Stock, incorporated by reference to Exhibit 3.1 to the
Current Report on Form 8-K, filed June 10, 2010 |
|
|
|
4.5
|
|
Form of Certificate for Common Stock of Gladstone
Commercial Corporation, incorporated by reference to
Exhibit 4.1 to the Registration Statement on Form S-11
(File No. 333-106024), filed August 8, 2003 |
|
|
|
4.6
|
|
Form of Certificate for 7.75% Series A Cumulative
Redeemable Preferred Stock of Gladstone Commercial
Corporation, incorporated by reference to Exhibit 4.1 of
Form 8-A (File No. 000-50363), filed January 19, 2006 |
|
|
|
4.7
|
|
Form of Certificate for 7.5% Series B Cumulative Redeemable
Preferred Stock of Gladstone Commercial Corporation,
incorporated by reference to Exhibit 4.2 of Form 8-A (File
No. 001-33097), filed October 19, 2006 |
|
|
|
10.1
|
|
Amendment to First Amended and Restated Agreement of
Limited Partnership of Gladstone Commercial Limited
Partnership, incorporated by reference to Exhibit 10.1 of
the Current Report on Form 8-K, filed April 29, 2010 |
42
|
|
|
Exhibit Number |
|
Exhibit Description |
10.2
|
|
Gladstone Commercial Limited Partnership Schedule 4.2(a)(3)
to First Amended and Restated Agreement of Limited
Partnership; Designation of Senior Common Units,
incorporated by reference to Exhibit 10.2 of the Form 8-K,
filed April 29, 2010 |
|
|
|
11
|
|
Computation of Per Share Earnings from Operations (included
in the notes to the unaudited financial statements
contained in this Report. |
|
|
|
12
|
|
Statements re: computation of ratios (filed herewith). |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to
Section 302 of The Sarbanes-Oxley Act of 2002 (filed
herewith). |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to
Section 302 of The Sarbanes-Oxley Act of 2002 (filed
herewith). |
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002 (furnished
herewith). |
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to
Section 906 of The Sarbanes-Oxley Act of 2002 (furnished
herewith). |
43
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Gladstone Commercial Corporation
|
|
Date: August 3, 2010 |
By: |
/s/ Danielle Jones
|
|
|
|
Danielle Jones |
|
|
|
Chief Financial Officer |
|
|
44