December 30, 2009
VIA EDGAR AND FACSIMILE
U.S. Securities and Exchange Commission
Attn: Jennifer Gowetski
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
RE: |
|
Gladstone Commercial Corporation Form 10-K for the year ended December 31, 2008
Filed February 25, 2009
File No. 001-33097 |
Dear Ms. Gowetski:
We are in receipt of your December 18, 2009 letter (the Correspondence) to Gladstone
Commercial Corporation (the Company) regarding the review of the above-referenced filing by the
staff (the Staff) of the U.S. Securities and Exchange Commission (the Commission). Our
responses to each item raised in the Correspondence are provided below. For your convenience we
have restated the comments provided by the Staff prior to each of our corresponding responses
below.
Comment 1 General:
We note that you appear to have used your old Exchange Act reporting number on the cover page
of your Form 10-K and your most recent Form 10-Q. In future filings, please use your current
Exchange Act reporting number (001-33097) or advise.
Comment 1 Response:
The Company will use the current Exchange Act reporting number (001-33097) in all future
filings.
Comment 2 Item 2. Properties, Page 22:
Please provide us a schedule of leases expiring in the next ten years, including the total
area in square feet covered by such leases, the annual rental represented by such leases, and the
percentage of gross annual rental represented by such leases on a portfolio basis. In addition,
please tell us the geographic areas in which your properties are located on a portfolio basis.
Confirm that you will provide similar disclosure in future filings.
Comment 2 Response:
The Company has provided two additional tables below, which reflect the schedule of leases
expiring in the next ten years and the geographical areas in which the Companys properties are
located. The Company will provide these tables in future filings with the Commission.
The following table summarizes the lease expirations by year for the Companys properties for
leases in place as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year of Lease |
|
|
|
|
|
|
|
|
|
Annualized Base |
|
|
% of Annualized |
|
Expiration |
|
Square Feet |
|
|
Number of Leases |
|
|
Rental Revenue |
|
|
Base Rent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
17,432 |
|
|
|
1 |
|
|
$ |
211,183 |
|
|
|
0.5 |
% |
2010 |
|
|
215,581 |
|
|
|
3 |
|
|
|
1,409,691 |
|
|
|
3.4 |
% |
2011 |
|
|
30,268 |
|
|
|
1 |
|
|
|
536,324 |
|
|
|
1.3 |
% |
2012 |
|
|
479,982 |
|
|
|
3 |
|
|
|
4,429,603 |
|
|
|
10.7 |
% |
2013 |
|
|
438,422 |
|
|
|
6 |
|
|
|
4,670,909 |
|
|
|
11.2 |
% |
2014 |
|
|
614,132 |
|
|
|
5 |
|
|
|
3,055,683 |
|
|
|
7.4 |
% |
2015 |
|
|
879,444 |
|
|
|
8 |
|
|
|
6,494,747 |
|
|
|
15.6 |
% |
2016 |
|
|
898,257 |
|
|
|
5 |
|
|
|
4,195,156 |
|
|
|
10.1 |
% |
2017 |
|
|
102,200 |
|
|
|
1 |
|
|
|
922,927 |
|
|
|
2.2 |
% |
2018 |
|
|
59,894 |
|
|
|
1 |
|
|
|
268,042 |
|
|
|
0.7 |
% |
2019+ |
|
|
2,594,344 |
|
|
|
17 |
|
|
|
15,344,993 |
|
|
|
36.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,329,956 |
|
|
|
51 |
|
|
$ |
41,539,258 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the geographic locations of the Companys properties for
leases in place as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Annualized Base |
|
|
% of Annualized |
|
State |
|
Square Feet |
|
|
Leases |
|
|
Rental Revenue |
|
|
Base Rent |
|
Ohio |
|
|
1,185,411 |
|
|
|
11 |
|
|
$ |
7,366,813 |
|
|
|
17.7 |
% |
Minnesota |
|
|
547,800 |
|
|
|
3 |
|
|
|
5,211,470 |
|
|
|
12.5 |
% |
North Carolina |
|
|
695,876 |
|
|
|
6 |
|
|
|
3,777,316 |
|
|
|
9.1 |
% |
Pennsylvania |
|
|
623,375 |
|
|
|
4 |
|
|
|
3,008,444 |
|
|
|
7.2 |
% |
Texas |
|
|
188,178 |
|
|
|
4 |
|
|
|
2,353,410 |
|
|
|
5.7 |
% |
Michigan |
|
|
596,104 |
|
|
|
2 |
|
|
|
2,195,838 |
|
|
|
5.3 |
% |
Illinois |
|
|
164,131 |
|
|
|
2 |
|
|
|
2,186,019 |
|
|
|
5.3 |
% |
Massachusetts |
|
|
338,508 |
|
|
|
3 |
|
|
|
2,122,753 |
|
|
|
5.1 |
% |
All Other States |
|
|
1,990,573 |
|
|
|
16 |
|
|
|
13,317,195 |
|
|
|
32.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,329,956 |
|
|
|
51 |
|
|
$ |
41,539,258 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
2
The Company acknowledges that the adequacy and accuracy of the disclosure in the filing
is the responsibility of the Company. The Company acknowledges that Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing. The Company also acknowledges that Staff comments may not be asserted
as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please direct any further questions or comments concerning the filing or this response letter
to the undersigned at (703) 287-5853.
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Sincerely,
|
|
|
/s/ Danielle Jones
|
|
|
Danielle Jones |
|
|
Chief Financial Officer |
|
|
3