Exhibit 99.1

Gladstone Commercial Corporation Announces Financial Results for the Quarter Ended March 31, 2005: Net Income of $0.07 per Weighted Average Common Share and Funds from Operations of $0.14 per Diluted Weighted Average Common Share

           MCLEAN, Va., May 4 /PRNewswire-FirstCall/ -- Gladstone Commercial Corp. (Nasdaq: GOOD) (the “Company”) today reported financial results for the quarter ended March 31, 2005.  Net income for the quarter ended March 31, 2005 was $535,184, or $0.07 per basic and diluted weighted average common share, compared to a net loss for the quarter ended March 31, 2004 of $193,305, or $0.03 per basic and diluted weighted average common share.  Funds from Operations (“FFO”) for the quarter ended March 31, 2005 was $1,072,939 or $0.14 per diluted weighted average common share, compared to a loss from operations for the quarter ended March 31, 2004 of $113,975 or $0.01 per diluted weighted average common share.

           In the first quarter of 2005, the Company added two additional properties to its portfolio, for an aggregate purchase price of approximately $12.4 million.  At March 31, 2005, the Company had approximately $88.3 million invested from its initial public offering in fourteen real properties and one mortgage loan. The Company also entered into a line of credit with a syndicate of banks with up to $50 million of financing, and borrowed $3.1 million pursuant to a long-term note payable, which was collateralized by a security interest in its Canton, North Carolina property.

           Subsequent to March 31, 2005, the Company acquired a property for $7.1 million, and extended a mortgage loan for $10.0 million.

           The Company had a number of non-recurring expenses that were recorded in the first quarter of 2005.  The Company had higher than usual professional fees in the first quarter which was primarily a result of the increased accounting fees related to the audit of our internal controls performed in order to comply with The Sarbanes-Oxley Act of 2002.  The Company also paid higher franchise fees in several states, which the Company expects to reduce next year by restructuring the entities in these specific states.

           “During the first quarter the Company showed positive growth and results, and the Company expects to continue to grow during 2005. The Company has a backlog of new purchases that will permit the Company to increase future dividends. The Company expects to use its existing line of credit to buy additional properties and expects to pay down the line of credit by placing long-term mortgages on some of the properties. The line of credit and long- term mortgages should allow the portfolio to grow by an additional $100 million,” said a spokesperson for the Company.

           The National Association of Real Estate Investment Trusts (NAREIT) developed FFO, as a relative non-GAAP (Generally Accepted Accounting Principles) supplemental measure of operating performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP.  FFO, as defined by NAREIT, is net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures.  FFO does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income (loss)), and should not be considered an alternative to either net income (loss) as an indication of our performance or to cash flow from operations as a measure of liquidity or ability to make distributions.



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

 

 

For the three
months ended
March 31, 2005

 

For the three
months ended
March 31, 2004

 

 

 



 



 

Net income (loss)

 

$

535,184

 

$

(193,305

)

Real estate depreciation and amortization

 

 

537,755

 

 

79,330

 

Funds from operations

 

 

1,072,939

 

 

(113,975

)

Weighted average shares outstanding - diluted

 

 

7,733,335

 

 

7,642,000

 

Diluted net income (loss) per weighted average common share

 

$

0.07

 

$

(0.03

)

Diluted funds from operations per weighted average common share

 

$

0.14

 

$

(0.01

)

           To learn more about our FFO please refer to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 filed with the Securities and Exchange Commission (“SEC”) today and on our web site at http://www.GladstoneCommercial.com.

           The financial statements attached below are without footnotes so readers should obtain and carefully review our Form 10-Q for the quarter ended March 31, 2005, including the footnotes to the financial statements contained therein.  We have filed the Form 10-Q today with the SEC and the Form 10-Q can be retrieved at the SEC website at http://www.SEC.gov or the website for Gladstone Commercial at http://www.GladstoneCommercial.com.

           Gladstone Commercial will have a conference call at 9:30 am EDT, May 5, 2005.  To enter the call please dial 866-818-1223 and use the confirmation code 694253.  An operator will monitor the call and set a queue for questions. To hear the replay of the call please dial 888-266-2081 and use the confirmation code 694253.  The replay will be available until June 5, 2005.

           For further information contact our Chief Financial Officer, Harry Brill, at 703-287-5850.

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



Gladstone Commercial Corporation
Consolidated Balance Sheets
(Unaudited)

 

 

March 31, 2005

 

December 31, 2004

 

 

 



 



 

ASSETS

 

 

 

 

 

 

 

Real estate, net

 

$

71,226,016

 

$

60,466,330

 

Mortgage note receivable

 

 

11,081,931

 

 

11,107,717

 

Cash and cash equivalents

 

 

18,059,875

 

 

29,153,987

 

Funds held in escrow

 

 

744,129

 

 

1,060,977

 

Interest receivable - mortgage note

 

 

71,109

 

 

64,795

 

Interest receivable - employees

 

 

4,685

 

 

4,792

 

Deferred rent receivable

 

 

697,210

 

 

210,846

 

Deferred financing costs

 

 

663,134

 

 

—  

 

Prepaid expenses

 

 

203,026

 

 

170,685

 

Other assets

 

 

216,649

 

 

114,819

 

Lease intangibles, net of accumulated amortization of $308,159 and $194,047, respectively

 

 

4,023,315

 

 

3,230,146

 

TOTAL ASSETS

 

 

106,991,079

 

 

105,585,094

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Due to Adviser

 

 

142,598

 

 

129,231

 

Accounts payable and accrued expenses

 

 

417,464

 

 

168,389

 

Dividends payable

 

 

—  

 

 

920,040

 

Mortgage note payable

 

 

3,150,000

 

 

—  

 

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

 

 

1,432,991

 

 

1,674,741

 

Total Liabilities

 

 

5,143,053

 

 

2,892,401

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

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

 

 

7,667

 

 

7,667

 

Additional paid in capital

 

 

105,427,549

 

 

105,427,549

 

Notes receivable - employees

 

 

(374,792

)

 

(375,000

)

Distributions in excess of accumulated earnings

 

 

(3,212,398

)

 

(2,367,523

)

Total Stockholders’ Equity

 

 

101,848,026

 

 

102,692,693

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

106,991,079

 

$

105,585,094

 




Gladstone Commercial Corporation
Consolidated Statements of Operations
(Unaudited)

 

 

For the three
months ended
March 31, 2005

 

For the three
months ended
March 31, 2004

 

 

 



 



 

OPERATING REVENUES

 

 

 

 

 

 

 

Rental income

 

$

1,847,007

 

$

197,773

 

Interest income from mortgage note receivable

 

 

295,583

 

 

133,419

 

Tenant recovery revenue

 

 

2,043

 

 

—  

 

Total operating revenues

 

 

2,144,633

 

 

331,192

 

OPERATING EXPENSES

 

 

 

 

 

 

 

Depreciation and amortization

 

 

537,755

 

 

79,330

 

Management advisory fee

 

 

471,861

 

 

229,416

 

Professional fees

 

 

331,244

 

 

208,457

 

Taxes and licenses

 

 

128,273

 

 

10,320

 

Insurance

 

 

70,383

 

 

64,487

 

Interest

 

 

36,219

 

 

—  

 

General and administrative

 

 

132,828

 

 

104,949

 

Total operating expenses

 

 

1,708,563

 

 

696,959

 

Income (loss) from operations

 

 

436,070

 

 

(365,767

)

Interest income from temporary investments

 

 

94,521

 

 

172,462

 

Interest income - employee loans

 

 

4,685

 

 

—  

 

Loss on foreign currency translation

 

 

(92

)

 

—  

 

Other income

 

 

99,114

 

 

172,462

 

NET INCOME (LOSS)

 

$

535,184

 

$

(193,305

)

Earnings (loss) per weighted average common share

 

 

 

 

 

 

 

Basic

 

$

0.07

 

$

(0.03

)

Diluted

 

$

0.07

 

$

(0.03

)

Weighted average shares outstanding

 

 

 

 

 

 

 

Basic

 

 

7,667,000

 

 

7,642,000

 

Diluted

 

 

7,733,335

 

 

7,642,000

 




Gladstone Commercial Corporation
Consolidated Statements of Cash Flows
(Unaudited)

 

 

For the three
months ended
March 31, 2005

 

For the three
months ended
March 31, 2004

 

 

 



 



 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income (loss)

 

$

535,184

 

$

(193,305

)

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

 

 

 

 

 

 

 

Depreciation and amortization

 

 

537,755

 

 

79,330

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Amortization of deferred financing costs

 

 

16,246

 

 

—  

 

Amortization of deferred rent asset

 

 

6,136

 

 

—  

 

Increase in mortgage interest receivable

 

 

(6,314

)

 

(68,261

)

Decrease in employee interest receivable

 

 

107

 

 

—  

 

(Increase) decrease in prepaid expenses

 

 

(32,341

)

 

40,620

 

Decrease (increase) in other assets

 

 

48,170

 

 

(18,266

)

Increase in deferred rent receivable

 

 

(97,499

)

 

(13,764

)

Increase in accounts payable and accrued expenses

 

 

249,075

 

 

102,266

 

Increase in due to Adviser

 

 

13,367

 

 

356,115

 

Increase in rent received in advance and security deposits

 

 

75,098

 

 

210,767

 

Net cash provided by operating activities

 

 

1,344,984

 

 

495,502

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Acquisition of real estate

 

 

(12,485,610

)

 

(3,650,000

)

Issuance of mortgage note receivable

 

 

—  

 

 

(11,170,000

)

Deposit on future acquisition

 

 

(200,000

)

 

—  

 

Principal repayments on mortgage note receivable

 

 

25,786

 

 

—  

 

Net cash used in investing activities

 

 

(12,659,824

)

 

(14,820,000

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Offering costs

 

 

—  

 

 

(7,730

)

Proceeds from borrowings under mortgage note payable

 

 

3,150,000

 

 

—  

 

Principal repayments on employee loans

 

 

208

 

 

—  

 

Payments for deferred financing costs

 

 

(629,380

)

 

—  

 

Dividends paid

 

 

(2,300,100

)

 

(76,420

)

Net cash provided by (used in) financing activities

 

 

220,728

 

 

(84,150

)

Net decrease in cash and cash equivalents

 

 

(11,094,112

)

 

(14,408,648

)

Cash and cash equivalents, beginning of period

 

 

29,153,987

 

 

99,075,765

 

Cash and cash equivalents, end of period

 

$

18,059,875

 

$

84,667,117

 

SOURCE  Gladstone Commercial Corporation
          -0-                                        05/04/2005
          /CONTACT:  Harry Brill, Chief Financial Officer of Gladstone Commercial Corporation, +1-703-287-5850/
          /Web site:  http://www.gladstonecommercial.com/
_