Gladstone Commercial Reports Results for the Fourth Quarter and Year Ended December 31, 2007
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Gladstone Commercial Corp. (NASDAQ:GOOD) (the "Company”)
today reported financial results for the quarter and year ended December
31, 2007. A description of FFO, a relative non–GAAP
("Generally Accepted Accounting Principles in
the United States”) financial measure, is
located at the end of the narrative portion of this news release. All
per share references are to fully-diluted weighted average common
shares, unless otherwise noted. For the year ended December 31, 2007,
there were no options outstanding to dilute outstanding shares.
Net income available to common stockholders for the quarter ended
December 31, 2007 increased approximately 1,100% per share to $439,675,
or $0.052 per share, compared to $22,157, or $0.004 per share, for the
same period one year ago.
Net income available to common stockholders for the year ended December
31, 2007 decreased approximately 11% per share to $2,046,479, or $0.24
per share, compared to $2,185,938, or $0.27 per share, for the same
period one year ago. Net income results when compared to the same period
last year were affected by increased expenses attributable to the
acquisition of 14 properties and 1 leasehold interest during 2007,
interest expense associated with leveraging the Company’s
properties, dividends paid on the Company’s
preferred stock and the gain on the sale of the Company’s
two Canadian properties in July 2006, partially offset by increased
revenues related to the 15 acquisitions. The per share numbers were
impacted by the dilution of shares in 2006 related to the termination of
the Company’s stock option plan and the
corresponding exercise of stock options, which increased its outstanding
shares by approximately 890,000 in 2006.
FFO for the quarter ended December 31, 2007 increased approximately 36%
per share to $3.2 million, or $0.38 per share, compared to $2.3 million,
or $0.28 per share, for the same period one year ago.
FFO for the year ended December 31, 2007 increased approximately 24% per
share to $12.5 million, or $1.46 per share, compared to approximately
$9.4 million, or $1.18 per share, for the same period one year ago. A
reconciliation of net income, which the Company believes is the most
directly comparable GAAP measure to FFO, is set forth below:
For the three months ended December 31, 2007
For the three months ended December 31, 2006
For the year ended December 31, 2007
For the year ended December 31, 2006
Net income
$
1,463,113
$
895,844
$
6,140,229
$
4,372,828
Less: Dividends attributable to preferred stock
(1,023,438
)
(873,696
)
(4,093,750
)
(2,186,890
)
Net income available to common stockholders
439,675
22,148
2,046,479
2,185,938
Add: Real estate depreciation and amortization, including
discontinued operations
2,806,109
2,271,021
10,528,458
8,349,474
Less: Gain on sale of real estate, net of taxes paid
-
-
(78,667
)
(1,106,590
)
FFO available to common stockholders
$
3,245,784
$
2,293,169
$
12,496,270
$
9,428,822
Weighted average shares outstanding - basic
8,565,264
8,052,148
8,565,264
7,827,781
Weighted average shares outstanding - diluted
8,565,264
8,196,605
8,565,264
7,986,690
Basic net income per weighted average common share
$
0.05
$
0.00
$
0.24
$
0.28
Diluted net income per weighted average common share
$
0.05
$
0.00
$
0.24
$
0.27
Basic FFO per weighted average common share
$
0.38
$
0.28
$
1.46
$
1.20
Diluted FFO per weighted average common share
$
0.38
$
0.28
$
1.46
$
1.18
For the year-ended December 31, 2007, the Company reported the following
activity:
Purchased 14 properties and 1 leasehold interest, which were all fully
occupied, with approximately 930,000 square feet for an aggregate of
approximately $104.2 million;
Borrowed approximately $48.5 million, collateralized by security
interests in 10 of its properties;
Increased the availability under its line of credit from $75.0 million
to $95.0 million; and
Closed a one-year term loan with Key Bank National Association for
$20.0 million.
"We are proud of the fact that we were able
to complete 15 acquisitions during the year, which was a 33% increase
over the aggregate total investment of our 2006 acquisitions, despite
the upheaval in the credit markets. Even though the credit markets are
currently very tumultuous, we are confident that we will be able to
continue to grow our portfolio during 2008 by securing alternative
sources of financing. We remain excited about the opportunities that are
currently available in the marketplace and our pipeline remains healthy,”
said Chip Stelljes, President and Chief Investment Officer.
Subsequent to year end, the Company:
Purchased two, fully occupied, properties with approximately 117,000
square feet for an aggregate of approximately $17.8 million; and
Increased the monthly cash dividends on the common stock to $0.125 per
share, declared a dividend of $0.1614583 per share on the Series A
Preferred Stock, and $0.15625 per share on the Series B Preferred
Stock, for each of the months of January, February and March of 2008.
The financial statements attached below are without footnotes so readers
should obtain and carefully review the Company’s
Form 10-K for the year ended December 31, 2007, including the footnotes
to the financial statements contained therein. The Company has filed the
Form 10-K today with the Securities and Exchange Commission ("SEC”)
and the Form 10-K can be retrieved from the SEC’s
website at www.sec.gov or the Company’s
website at www.GladstoneCommercial.com.
The Company will hold a conference call on Thursday, February 28, 2008
at 8:30 a.m. ET to discuss its earnings results. Please call (877)
407-8031 to enter the conference. An operator will monitor the call and
set a queue for the questions.
The conference call replay will be available two hours after the call
and will be available through March 28, 2008. To hear the replay, please
dial (877) 660-6853, access playback account 286 and use ID code 273773.
Gladstone Commercial Corporation is a publicly traded real estate
investment trust ("REIT”)
that focuses on investing in and owning triple-net leased industrial,
commercial and retail real estate properties and selectively making
long-term mortgage loans. Additional information can be found at www.GladstoneCommercial.com.
For further information, contact Kerry Finnegan at 703-287-5893.
NON-GAAP FINANCIAL MEASURE
Funds from Operations
The National Association of Real Estate Investment Trusts ("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
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
determined in accordance with GAAP and should not be considered an
alternative to net income as an indication of the Company’s
performance or to cash flow from operations as a measure of liquidity or
ability to make distributions.
The Company believes that FFO per share provides investors with a
further context for evaluating the Company’s
financial performance and as a supplemental measure to compare the
Company to other REITs; however, comparisons of the Company’s
FFO to the FFO of other REITs may not necessarily be meaningful due to
potential differences in the application of the NAREIT definition used
by such other REITs.
To learn more about FFO please refer to the Form 10-K for the year ended
December 31, 2007, as filed with the SEC today.
This press release may include statements that may constitute "forward-looking
statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements with
regard to the future performance of the Company, the closing of any
transaction and the Company’s ability to
secure alternative sources of financing. Words such as "may,” "will,” "believes,” "anticipates,” "intends,” "expects,” "projects,” "estimates” and "future”
or similar expressions are intended to identify forward-looking
statements. These forward-looking statements inherently involve
certain risks and uncertainties, although they are based on the Company’s
current plans, expectations and beliefs that are believed to be
reasonable as of the date of this press release. Factors that may
cause the Company’s actual results, levels of
activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements include, among
others, those factors listed under the caption "Risk Factors" of the
Company’s Annual Report on Form 10-K for the
year ended December 31, 2007, as filed with the SEC on February 27, 2008. The risk factors set forth in the Form 10-K under the caption "Risk
Factors” are specifically incorporated by
reference into this press release. All forward-looking statements
are based on current plans, expectations and beliefs and speak only as
of the date of such statements. The Company undertakes no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. Gladstone Commercial Corporation Consolidated Balance Sheets
December 31, 2007
December 31, 2006
ASSETS
Real estate, net of accumulated depreciation of $15,738,634 and
$8,595,419, respectively
$
324,761,772
$
235,118,123
Lease intangibles, net of accumulated amortization of $7,560,928
and $4,175,685, respectively
28,989,556
23,416,696
Mortgage notes receivable
10,000,000
10,000,000
Cash and cash equivalents
1,356,408
36,005,686
Restricted cash
1,914,067
1,225,162
Funds held in escrow
1,401,695
1,635,819
Interest receivable – mortgage note
86,111
-
Interest receivable – employees
39,280
43,716
Deferred rent receivable
5,094,799
3,607,279
Deferred financing costs, net of accumulated amortization of
$2,184,492 and $1,467,297, respectively
4,405,129
3,713,004
Prepaid expenses
522,348
521,290
Deposits on real estate
300,000
300,000
Accounts receivable
31,524
179,247
TOTAL ASSETS
$
378,902,689
$
315,766,022
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Mortgage notes payable
$
202,120,471
$
154,494,438
Short-term loan and borrowings under line of credit
24,400,000
-
Deferred rent liability
3,933,035
4,718,599
Asset retirement obligation liability
1,811,752
1,631,294
Accounts payable and accrued expenses
778,949
673,410
Due to adviser
784,301
183,042
Rent received in advance, security deposits and funds held in escrow
2,706,113
1,841,063
Total Liabilities
236,534,621
163,541,846
STOCKHOLDERS’ EQUITY
Redeemable preferred stock, $0.001 par value; $25 liquidation
preference; 2,300,000 shares authorized and 2,150,000 shares
issued and outstanding
2,150
2,150
Common stock, $0.001 par value, 17,700,000 shares authorized and
8,565,264 shares issued and outstanding
8,565
8,565
Additional paid in capital
170,640,979
170,640,979
Notes receivable - employees
(2,769,923
)
(3,201,322
)
Distributions in excess of accumulated earnings
(25,513,703
)
(15,226,196
)
Total Stockholders’ Equity
142,368,068
152,224,176
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
378,902,689
$
315,766,022
Gladstone Commercial Corporation Consolidated Statements of Operations
For the three months ended December 31, 2007
For the three months ended September 30, 2007
For the three months ended June 30, 2007
For the three months ended March 31, 2007
Operating revenues
Rental income
$
8,634,634
$
8,024,305
$
7,732,322
$
7,078,036
Interest income from mortgage notes receivable
255,556
255,555
252,778
250,000
Tenant recovery revenue
79,502
80,648
94,468
55,735
Total operating revenues
8,969,692
8,360,508
8,079,568
7,383,771
Operating expenses
Depreciation and amortization
2,806,109
2,668,383
2,636,154
2,417,812
Property operating expenses
224,517
204,972
215,483
176,818
Base management fee
445,783
459,202
471,091
482,044
Incentive fee
667,688
677,104
633,805
585,768
Administration fee
244,902
175,852
210,126
207,018
Professional fees
182,870
118,371
174,677
149,431
Insurance
42,866
53,943
58,697
58,635
Directors fees
54,250
66,250
54,250
54,250
Stockholder related expenses
28,660
40,991
75,361
99,617
Asset retirement obligation expense
29,936
29,440
28,942
28,160
General and administrative
23,881
17,452
23,960
37,706
Total operating expenses before credit from Adviser
4,751,462
4,511,960
4,582,546
4,297,259
Credit to incentive fee
(575,033
)
(526,991
)
(633,805
)
(585,768
)
Total operating expenses
4,176,429
3,984,969
3,948,741
3,711,491
Other income (expense)
Interest income from temporary investments
28,859
33,105
63,269
229,016
Interest income - employee loans
52,443
52,728
56,458
60,422
Other income
19,720
9,896
9,817
8,414
Interest expense
(3,427,198
)
(2,920,270
)
(2,702,612
)
(2,514,461
)
Total other income (expense)
(3,326,176
)
(2,824,541
)
(2,573,068
)
(2,216,609
)
Income from continuing operations
1,467,087
1,550,998
1,557,759
1,455,671
Discontinued operations
Income from discontinued operations
(3,783
)
5,975
(1,503
)
(4,001
)
Net realized (loss) gain from foreign currency transactions
(191
)
33,487
56
7
Gain on sale of real estate
-
-
-
-
Taxes on sale of real estate
-
-
-
78,667
Total discontinued operations
(3,974
)
39,462
(1,447
)
74,673
Net income
1,463,113
1,590,460
1,556,312
1,530,344
Dividends attributable to preferred stock
(1,023,438
)
(1,023,438
)
(1,023,437
)
(1,023,437
)
Net income available to common stockholders
$
439,675
$
567,022
$
532,875
$
506,907
Earnings per weighted average common share - basic
Income from continuing operations (net of dividends attributable to
preferred stock)
$
0.05
$
0.07
$
0.06
$
0.05
Discontinued operations
0.00
0.00
0.00
0.01
Net income available to common stockholders
$
0.05
$
0.07
$
0.06
$
0.06
Earnings per weighted average common share - diluted
Income from continuing operations (net of dividends attributable to
preferred stock)
$
0.05
$
0.07
$
0.06
$
0.05
Discontinued operations
0.00
0.00
0.00
0.01
Net income available to common stockholders
$
0.05
$
0.07
$
0.06
$
0.06
Weighted average shares outstanding
Basic
8,565,264
8,565,264
8,565,264
8,565,264
Diluted
8,565,264
8,565,264
8,565,264
8,565,264
Gladstone Commercial Corporation Consolidated Statements of Operations
For the year ended December 31,
2007
2006
2005
Operating revenues
Rental income
$
31,469,297
$
23,964,035
$
10,853,903
Interest income from mortgage notes receivable
1,013,889
1,845,231
1,915,795
Tenant recovery revenue
310,353
136,280
111,808
Total operating revenues
32,793,539
25,945,546
12,881,506
Operating expenses
Depreciation and amortization
10,528,458
8,297,174
3,521,128
Property operating expenses
821,790
645,792
406,277
Base management fee
1,858,120
2,902,053
2,118,040
Incentive fee
2,564,365
-
-
Administration fee
837,898
-
-
Professional fees
625,349
953,066
563,205
Insurance
214,141
211,562
196,657
Directors fees
229,000
140,000
96,219
Stockholder related expenses
244,629
311,049
215,907
Asset retirement obligation expense
116,478
129,142
-
General and administrative
102,999
82,847
67,607
Stock option compensation expense
-
394,411
-
Total operating expenses before credit from Adviser
18,143,227
14,067,096
7,185,040
Credit to incentive fee
(2,321,597
)
-
-
Total operating expenses
15,821,630
14,067,096
7,185,040
Other income (expense)
Interest income from temporary investments
354,249
76,772
126,826
Interest income - employee loans
222,051
125,788
21,041
Other income
47,847
380,915
-
Interest expense
(11,564,541
)
(9,104,894
)
(2,333,376
)
Total other expense
(10,940,394
)
(8,521,419
)
(2,185,509
)
Income from continuing operations
6,031,515
3,357,031
3,510,957
Discontinued operations
(Loss) income from discontinued operations
(3,312
)
112,145
309,545
Net realized income (loss) from foreign currency transactions
33,359
(202,938
)
(6,278
)
Net unrealized loss from foreign currency transactions
-
-
(212,279
)
Gain on sale of real estate
-
1,422,026
-
Taxes refunded (paid) on sale of real estate
78,667
(315,436
)
-
Total discontinued operations
108,714
1,015,797
90,988
Net income
6,140,229
4,372,828
3,601,945
Dividends attributable to preferred stock
(4,093,750
)
(2,186,890
)
-
Net income available to common stockholders
$
2,046,479
$
2,185,938
$
3,601,945
Earnings per weighted average common share - basic
Income from continuing operations (net of dividends attributable to
preferred stock)
$
0.23
$
0.15
$
0.46
Discontinued operations
0.01
0.13
0.01
Net income available to common stockholders
$
0.24
$
0.28
$
0.47
Earnings per weighted average common share - diluted
Income from continuing operations (net of dividends attributable to
preferred stock)
$
0.23
$
0.14
$
0.46
Discontinued operations
0.01
0.13
0.01
Net income available to common stockholders
$
0.24
$
0.27
$
0.47
Weighted average shares outstanding
Basic
8,565,264
7,827,781
7,670,219
Diluted
8,565,264
7,986,690
7,723,220
Gladstone Commercial Corporation Consolidated Statements of Cash Flows
For the year ended December 31,
2007
2006
2005
Cash flows from operating activities:
Net income
$
6,140,229
$
4,372,828
$
3,601,945
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization, including discontinued operations
10,528,458
8,349,474
3,651,119
Amortization of deferred financing costs, including discontinued
operations
717,195
1,207,198
260,099
Amortization of deferred rent asset
253,496
253,496
178,070
Amortization of deferred rent liability
(785,564
)
(696,261
)
-
Asset retirement obligation expense, including discontinued
operations
116,478
139,074
-
Stock compensation
-
394,411
-
Increase in mortgage notes payable due to change in value of foreign
currency
-
202,066
209,395
Value of building acquired in excess of mortgage note satisfied,
applied to interest income
-
(335,701
)
-
Gain on sale of real estate
-
(1,422,026
)
-
(Increase) decrease in mortgage interest receivable
(86,111
)
70,749
(5,954
)
Decrease (increase) in employee interest receivable
4,436
(43,716
)
4,792
Increase in deferred rent receivable
(1,741,016
)
(1,270,159
)
(562,133
)
Decrease (increase) in prepaid expenses and other assets
146,665
(89,913
)
(425,120
)
Increase in accounts payable, accrued expenses, and amount due
adviser
625,398
196,294
359,537
Increase in rent received in advance
176,145
268,037
133,798
Net cash provided by operating activities
16,095,809
11,595,851
7,405,548
Cash flows from investing activities:
Real estate investments
(105,599,587
)
(48,339,307
)
(117,531,731
)
Proceeds from sales of real estate
-
2,102,567
-
Issuance of mortgage note receivable
-
-
(10,000,000
)
Principal repayments on mortgage notes receivable
-
44,742
81,902
Net payments to lenders for reserves held in escrow
(1,338,904
)
(3,346,216
)
(1,041,292
)
(Decrease) increase in restricted cash
(688,905
)
749,274
(513,761
)
Deposits on future acquisitions
(2,110,000
)
(900,000
)
(2,686,000
)
Deposits applied against real estate investments
2,110,000
1,200,000
1,986,000
Refunds of deposits on real estate
-
-
150,000
Net cash used in investing activities
(107,627,396
)
(48,488,940
)
(129,554,882
)
Cash flows from financing activities:
Proceeds from share issuance
-
65,089,026
-
Redemption of shares for payment of taxes
-
(457,634
)
-
Offering costs
-
(2,654,279
)
-
Borrowings under mortgage notes payable
48,521,690
68,055,000
61,419,179
Principal repayments on mortgage notes payable
(895,657
)
(604,318
)
(70,479
)
Principal repayments on employee notes receivable from sale of
common stock
431,399
914
17,718
Borrowings from short-term loan and line of credit
65,500,000
71,400,400
85,460,000
Repayments on line of credit
(41,100,000
)
(114,960,400
)
(41,900,000
)
Increase in reserves from tenants
1,885,361
1,574,464
158,646
Increase in security deposits
376,572
427,951
355,115
Payments for deferred financing costs
(1,409,320
)
(3,242,881
)
(2,021,115
)
Dividends paid for common and preferred
(16,427,736
)
(13,469,627
)
(8,283,860
)
Net cash provided by financing activities
56,882,309
71,158,616
95,135,204
Net (decrease) increase in cash and cash equivalents
(34,649,278
)
34,265,527
(27,014,130
)
Cash and cash equivalents, beginning of period
36,005,686
1,740,159
28,754,289
Cash and cash equivalents, end of period
$
1,356,408
$
36,005,686
$
1,740,159
Cash paid during period for interest
$
10,693,440
$
8,045,342
$
2,014,236
NON-CASH INVESTING ACTIVITIES
Increase in asset retirement obligation
$
180,458
$
1,631,294
$
-
Additions to real estate included in accounts payable, accrued
expenses, and amount due adviser
$
81,400
$
-
$
-
NON-CASH FINANCING ACTIVITIES
Fixed rate debt assumed in connection with acquisitions
$
4,506,689
$
30,129,654
$
-
Assumption of mortgage notes payable by buyer
$
-
$
4,846,925
$
-
Notes receivable issued in exchange for common stock associated
with the exercise of employee stock options
$
-
$
2,769,954
$
75,000
Acquisition of building in satisfaction of mortgage note receivable
$
-
$
11,316,774
$
-