Gladstone Commercial Corporation

We'll follow the formal presentation. If anyone should acquire operator assistance during today's conference, please press star zero from your telephone keypad. Please note this conference is being recorded. I'll now turn the conference over to Mr. David Gladstone, Chief Executive Officer. Mr. Gladstone, you may now begin your presentation.

Okay, thank you, Rob. That's a nice introduction and thank all of you for calling in this morning. It's nice of you. We enjoy the time that you take away from your day to come listen to our phone presentation. We had more time to talk to you. We only get this sort of once a quarter. Now we're here from Michael LaCalsie, our General Counsel and Secretary give us legal and regulatory matters concerning the call today. Michael.

Thanks, David. Good morning, everybody. Today's report may include forward-looking statements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including those regarding our future performance. These forward-looking statements involve certain risks and uncertainties that are based on our current plans, which we believe to be reasonable. The many factors may cause our actual results to be materially different from any future results expressed or implied by these forward-looking statements, including all the risk factors in our forms 10Q10K and other documents we file with the SEC. You can find them on our website, gladstonecommercial.com, specifically the Investors page, or on the SEC's website, which is .sec.gov. And we undertake no obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Now today we'll discuss FFO, which is Funds from Operations, now FFO is a non-GAAP accounting term, defined as net income, excluding the gains or losses from the sale of real estate and any impairment losses on property, plus depreciation and amortization of real estate assets. We'll also discuss Core FFO, which is generally FFO adjusted for certain other non-recurring revenues and expenses. And we believe these metrics are a better indication of our operating results and allow better comparability of our period over period performance. Now please visit our website, once again, gladstonecommercial.com. Sign up for our email notification service. You can also find us on Facebook, keyword there is the Gladstone Companies, and on Twitter, at GladstoneCops. Today's call is an overview of our results. So we ask that you review our press release and form 10 today. Again, both issued yesterday for more detailed information. And with that, I'll hand the baton over to Gladstone Commercial's president, Buzz Cooper. Buzz?

Thank you, Michael, and thank you all for calling in. Today, we will discuss our operations and topics that are top of mind. Interest rates continue to have outsized impacts on capital markets and real estate. In October, 2023, the benchmark 10-year treasury yield peaked above 5% for the first time since 2007. Rates remained volatile through the end of the year with the 10-year yield finishing below 4% and increasing to 4.32 as of yesterday. This volatility translated directly to capital markets and investment volumes as sellers' pricing expectations lagged real time changes in rates. According to CBRE, the net lease investment volume fell 55% year over year through Q3 of 2023. Despite volatile capital markets, industrial real estate, which now accounts for more than 60% of our annualized straight line rent, continues to perform. According to CBRE, average industrial asking rents, Q4 of 2023, rose 6% year over year. And the industrial vacancy rates at the end of the year were just .8% despite record annual completions of 612 million square feet. Moving on to office, the broader market continued to struggle in 2023. According to Cushman Wakefield, office net absorption in Q4 of 2023 was negative for the eighth consecutive quarter. We made tremendous progress throughout the year of delivering on our current

core

strategies, divesting non-core office assets, acquiring mission critical industrial assets in the path of growth markets, and diligently underwriting our tenants' credits. We exited seven non-core markets and properties, completed nearly 30 million in new acquisitions, and increased portfolio industrial concentration from 56% of annualized straight line rent as of December 2022 to 60% as of December 2023. All of our acquisitions throughout the year were completed in established growing markets, including Chicago, Dallas, Fort Worth, Indianapolis, and the Lehigh Valley in Pennsylvania. Furthermore, the acquisitions improved portfolio vault with a weighted average lease term at closing of 19.3 years. In addition to new acquisitions during the year, our asset management team led more than 1.4 million square feet of leases resulting in a more than 1.2 million or 13% net increase in same store gap rent. The annualized straight line rent of these transactions totaled 10.7 million. While we cannot control the Fed or predict exactly where interest rates will go, we remain confident that all of these developments have better positioned our portfolio for 2024. Portfolio occupancy was at .8% as of December 31st, 2023, and we collected 100% of cash-based rents during the year. This is a testament to the mission-critical nature of our assets and quality credits of our tenant, both of which position us well to weather any economic storms we may face. In addition, we believe there are levers which we have yet to fully realize. Most of our industrial assets have fixed annual escalations of .5% to 3.5%. Industrial rent growth over the last few years has exceeded these escalation rates, resulting in rents that are below market and valuable upon lease renewal. Our balance sheet is healthy and flexible, positioning us to continue deploying capital into industrial deals at a creative cap rates as seller expectations normalize. Since January 1st of 2022, we have repaid more than 194 million of mortgage debt and grown our unencumbered asset base by 61%, from 510 million to 822 million. Following the completion of the four office building sales currently under contract, we'll have only five office mortgages remaining, and the first maturity of those five is in 2026. We have 56.5 million in available liquidity via our revolving credit facility and cash on hand and remain below 50% levered as of December 2023. In short, 2023 was a successful year for selling legacy non-core office assets and redeploying proceeds into mission-critical industrial assets. Seller expectations have yet to fully normalize to the new standards set by the Federal Reserve, but as we do, we will be well positioned to capitalize on the creative new opportunities. We expect sale leasebacks in particular to be the primary source of new deals for us, and sale leasebacks provide additional credit diligence and term, which are both hallmarks of our value proposition. Our balance sheet is flexible, driven by more than 154 million of net mortgage debt reduction since January of 2022. And again, we have more than 56 million of liquidity on hand to continue growing our industrial base. Since 2019, our industrial concentration as a percentage of annualized straight line rents has increased from 32% to 60%. And we expect to further increase this concentration in the next six to 12 months. I will now turn the call over to Gary Geerson, our CFO, to review our financial results for the quarter and our liquidity position. Gary? Thank you, Buzz.

I'll start my remarks regarding our financial results this morning by reviewing our operating results for the fourth quarter of 2023. All per share numbers referenced are based on fully diluted weighted average common shares. FFO and core FFO per share available to common stockholders were both 36 cents per share for the quarter. FFO and core FFO available to common stockholders who are in the fourth quarter of 2022 were both 34 cents per share. FFO and core FFO for the 12 months ended December 31st were $1.46 and $1.47 respectively. FFO and core FFO for the same period in 2022 were $1.54 and $1.56 per share respectively. Our same store cash rent in the four quarters of 2023 increased by .5% over the same period in 2022. This was due to a one-time accelerated rent and increased recovery. Fourth quarter results reflected total operating revenues of 35.9 million with operating expenses of 28.1 million as compared to operating revenues of 37.2 million and operating expenses of 25.7 million for the same period in 2022. Expenses were higher in this period mainly due to impairment charges offset by the waiver of the incentive fee in 2023. Looking at our debt profile, .1% is fixed rate, .7% is hedge floating rate, and .2% is floating rate, which is the amount drawn on our revolving credit facility. As of December 31st, our effective average SOFR was 5.38%. Our outstanding bank term loans are hedged with $310 million of interest rate swaps and the remainder with interest rate caps. We continue to monitor interest rates closely and update our hedging strategy as needed. As of today, our 2024 loan maturities are manageable with 15.6 million due, which encumbered two properties held for sale. As of the end of the quarter, we had $75.8 million of revolver borrowings outstanding. We sold 1,776 shares of common stock this quarter, resulting in net proceeds of $24,000 through our -the-market program for ATM. We received net proceeds of $400,000 from sales of our series F of good stock. We continue to manage our equity activity to ensure that we have sufficient liquidity for upcoming capital requirements and new acquisitions. Presently, we have four properties held for sale. As of today, we have approximately $3.4 million in cash and $51.5 million of availability under our line of credit. We encourage you to also review our quarterly financial supplement posted on our website, which provides more detailed financial and portfolio information for the quarter. Our common stock dividend is 30 cents per share per quarter or $1.20 per year. Our common stock closed yesterday at $12.51. The distribution yield is about 9.59%. And now I'll turn the program back to David.

Well, thank you, Gary. That was a good report, and Buzz and Michael did good reports as well. This team has performed very well and reacted admirably to the various changes presented by the lasting impact of the pandemic changes in the economy. Overall, I just have to tell you it's a very nice quarter. So you heard today of some of the things that they've been doing. In summary, in the fourth quarter, they acquired two new industrial facilities, again, manufacturing-oriented. They sold two non-core properties. These were both office properties. And we're talking about the end of December 31st, 2023. We, of course, are off to a good start. We also, during the last quarter, at least six of our properties subsequent to the end of the quarter, we sold an additional non-core flash office property. The commercial team is growing the real estate that we own at a good pace. And the team is doing a great job of managing the existing properties. We have quite a good team of people that are working those deals that come up, very proud of them. Our team of strong professional continue to pursue the potential quality projects on the list of acquisitions that they are reviewing. They've got quite a list to go through now. Our acquisition team is seeking only strong credit tenants, going after the marginal ones. Well, that's really enough from me. Let's stop here. And Rob, if you'll come on and ask and show them how to ask questions, we'll take some questions for those listening. Thank

you, Mr. Gladstone. If you'd like to ask a question at this time, please press star one from your telephone keypad and a confirmation tone will indicate your line in the question queue. You may press star two if you'd like to remove your question from the queue. For participants that are using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please. We'll be polled for questions and that's star one. Thank you. Our first question today will be coming from the line of John Masosha with B Riley Securities. Please proceed with your questions.

Good morning. Morning. I think the question, sorry if you touched on it somewhere in the call and I missed it, but have you made any decision yet on the incentive fee going forward into 2024? Is that something you are still considering spending or is that going to be essentially back in kind of operating expense this year?

Hey, John, good morning, it's Buzz. We are having internal discussions. We have not met with the board and had any formal recommendations at this point. So I cannot give you a definitive answer, but we are obviously looking at all our alternatives as we did waive it last year. As we look going into 24, we obviously wanna be cognizant of doing the right thing.

Okay, that's understood. And then in terms of kind of the existing vacancy, can you provide some updates on either, you know, potential, the position potential or lease up, just given the number of kind of stay flat quarter over quarter in terms of both are actually vacant assets and fully vacant assets?

Sure, and I'll hit first, obviously, asset we have discussed previously, our asset in Austin on Palmer. We have had some interest there. We continue to work with the tenancy trying to attract new tenancy or expansion. There are some requirements in the market that are of good size, can't disclose who they are that we are certainly running down and trying to work with. Our hope there is to get tenancy and then within that building, look to see what is best for us for the stockholders as it relates to hold or sell. But at this point in time, I don't have anything from the standpoint being able that I can report from leasing activity there. Other than that, and I have my CIO here, E.J. Whistler, I can have him comment on some activity, positive activity that we have on our leasing front within the portfolio. I do want to state that it's all very positive. And I think, as you know, we stay in front of our tenants on a quarterly and certainly annual basis. So we're ahead of the curve as it relates to

our vacancy. E.J.? Thanks, Buzz. John, as we kind of look at where things stand today and our current held for sale as of 1231, and obviously it was mentioned that there's an additional asset held for sale currently. A few of those are vacant office assets. So as we kind of look at our capital allocation strategy, making sure we're being the most efficient, whether we want to break those buildings or sell them and redeploy those proceeds, I would expect we'd see that vacancy rate improve over the next few quarters as we dispose of a few vacant office assets.

Understood. And then maybe just on a line item basis, property operating expense was kind of down in the quarter and you called out some successful real estate tax appeals. Can you maybe just provide some more color on that? And is that something that's sustainable on a go-forward basis or is that kind of a one-time true up in 4Q?

I'll let Gary handle that if I may. I will tell you that we are aggressive where we can be as it relates to appeals and we've had successes there.

Gary? John, just to mention as a one-time, I think these were appeals, so they lowered the taxes on some of these buildings. I believe one of them was in Texas, which was significant, or two in Texas were significant, and I think that's a going forward. So, these are basically reappraisals from a tax perspective.

Okay, so it's not just a true up for what was budgeted in 23. It's a lower base tax rate, essentially. Okay. We'll see the floor. Thank you very much. That's it for me.

Thank you. The next question.

Hi, yes. The next question is from the line of Dave Storms with Stonegate. Please, see with your questions.

Good morning. Morning, Dave. I just want to start. Occupancy had a really nice jump subsequent to the end of the quarter. Is that a product of a couple real good wins, one giant win? What's the story there?

As mentioned, we do stay in front of the tenants and obviously work with them. We're well ahead of our lease expirations and discussions. So, we have had some successes there, as I referenced in my notes, of several exactly on a million four square feet and a million two in net operating increase on the same store gap rent. So, we are, again, actively engaged there and had good success. We will continue that as we go into 2024. I'll also ask EJ to give a comment here on a couple that he's been working as well, specific, because our concentration, for lack of a better word, is light relative to one asset that we are

in good stead with. Yeah, thanks. The occupancy increase was also related to the sale of one vacant office asset in South Carolina. So, that was an improvement there. As I mentioned before, we've got a few more vacant office assets that will be sold here in the next quarter or so.

Very helpful. Thank you. And then, you mentioned in the comments that you're focusing more on higher quality credit tenants. Is that a comment on just demand being strong enough that you can focus on those higher quality tenants, or is that more of a comment on spread shrinking between high grade and low grade tenants? You know, kind of what's driving that increased focus?

Obviously, with the market and with our company history, we've always been focused on credit of our tenancy. I'll let EJ take that specific to market from the standpoint of what the market is also providing to us in the way of tenancies. EJ? Yeah,

and Dave, when we say high quality tenants, it doesn't necessarily mean a rated investment grade tenants. What we mean is when we look to acquire mission critical industrial assets where the underlying tenancy has strong fixed card coverage ratios, moderate to low leverage, strong EBITDA margins, and operates in a counter cyclical or defensible industry with a strong moat. And so, what we like to do is acquire those mission critical assets that are generating an outsized portion of corporate revenue and EBITDA on free cash flow at the asset level. And so, we certainly do like to acquire assets leased to rated investment grade tenants, but there's also something to be said for acquiring an asset that is very important to the underlying tenants. So, when we say credit tenants, it's not just investment grade, but also those kind of upper middle market tenants that we get additional granular information into their operations that helps us underwrite them.

I understand that's very helpful. And then, just one more for me. Do you have a sense of what your geographic focus is going to be in 2024 one way or another?

We have obviously seen as it relates to the health of the country from the standpoint of growth has been southeast, south central in nature. So, we have had good success there, and certainly at the concentration, the more we do, the more that also comes our way. I'll let E.J. get more specific on those markets, but that's where we are as well as the Midwest, seeing a focus. It's not on the west, and it's not certainly in the northeast at this point in time, and we've had good success.

Yeah, obviously, Dave, you know, when we look at our markets, what we like to see is business-friendly environments with strong demographic inflows as well as business formation. And so, that leads us to be focusing on places like the Sunbelt as well as some select Midwest markets. We like those markets as well. They've got a strong manufacturing base, and we like the light manufacturing space and that the tenants are very sticky, meaning they've got significant capital invested into the assets, which increases the renewal probability. So, I would expect you'll see us continue to focus on those markets over the next few years.

That's all very helpful. Thank you for taking my questions. Thanks, Dave. Okay, Rob, any more questions?

There are no additional questions at this time, Mr. Gladstone.

Oh, that's terrible. We need more questions. We like it when you ask questions, so now you're going to have to hold your question until next quarter. So, we'll see you next quarter. That's the end of this conference call.

Thank you. This will conclude today's call. You may disconnect your lines at this time. We thank you for your participation.