Gladstone Commercial Corporation

As a reminder, this conference is being recorded. It is now my pleasure to introduce Mr. David Gladstone, Chief Executive Officer. Thank you, sir. You may begin.

Well, thank you, LaTanya. That was a nice introduction, and thank all of you for calling in and listening to our pitch. We enjoy this time that we get with you, and we're on the phone, and I wish we had more time to talk to you, but I only do this once a quarter. And now we'll hear from Michael LaCousie. He's our General Counsel and Secretary-General to give the legal and regulatory matters concerning this report. Michael, go ahead.

Thanks, David. Good morning, everybody. Today's report may include forward-looking statements on the Securities Act of 1933 and the Securities Exchange Act of 1934, including those regarding future performance. These forward-looking statements involve certain risks and uncertainties that are based on our current plans, which we believe to be reasonable. 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 10-Q, 10-K, and other documents that we filed with the SEC. These can be found on our website, which is GladstoneCommercial.com, specifically look on the Investors page, or on the SEC's website, which is www.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. And today we will 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. We believe these metrics are a better indication of our operating results and allow better comparability of our period over period performance. Please visit our website. Once again, that's gladstonecommercial.com. Sign up for our email notification service. You can also find us on Facebook. The keyword there is the Gladstone Companies, and Twitter, which is at Gladstone Comps. Now, today's call is an overview of our results, so we ask that you review our press release. and Form 10-Q, both issued yesterday, for more detailed information. With that, I'll hand it over to Gladstone Commercials President, Buzz Cooper.

Thank you, Michael, and thank you all for joining today's call. We look forward to updating you on our first quarter of 2025 results, our current portfolio, and our 2025 outlook. Starting with the broader economic environment, the first quarter of 2025 has been marked by a growing uncertainty, followed by recent tariff announcements. These announcements have added pressure to global trade flows and extended decision timelines for many businesses. Companies are reassessing, manufacturing, and distributing their goods, especially those companies with exposure to Asia. U.S. Treasury yields remain volatile as markets absorb shifting policy signals and evaluate the outlook for inflation and economic growth. Despite an uncertain macroeconomic outlook, the industrial real estate sector continues to perform. According to Cushman-Wakefield, Metasurgeon reached 23.1 million square feet in the first quarter of 2025, matching levels from a year ago. Vacancy rose modestly to 7%, driven by speculative deliveries, but remains in line with historical averages. This suggests the market is approaching a more balanced state. New construction completions during the quarter declined to the lowest level in nearly four years, reflecting higher capital costs and a slowdown in the development pipeline. We anticipate this construction slowdown will bring upward pressure on industrial rental rates and downward pressure on vacancy as industrial users compete for additional square footage to grow their businesses. Moving on to our portfolio, we remain confident heading into the second quarter. During the first quarter of 2025, we collected 100 percent of our cash-based rents, acquired industrial properties encompassing 355,778 square feet for $73.25 million. We increased portfolio industrial concentration as a percentage of annualized straight-line rent to 65%, maintained portfolio occupancy at 98.4% as of March 31st. And subsequent to the end of the quarter, we sold one office property for a gain of $377,000 and one industrial property previously recognized a selling profit of $3.9 million from a sales type lease. This is one of our most active quarters to date with over $73 million in capital deployed for new industrial acquisitions. While we remain focused on increasing our industrial concentration, hope to get to at least 70% in the near term, we continue to maintain disciplined underwriting approach. This discipline was on display in the acquisitions we completed this quarter and the numerous acquisitions we chose not to pursue. We evaluated hundreds of opportunities over the last year and passed on many that did not meet our criteria, whether due to credit concerns, overpricing, or location risk. Our ability to act decisively reflects our continued focus on high-quality mission-critical assets that align with our investment thesis. In particular, we are seeing long-term tailwinds from reshoring and onshoring activity. The private placement we completed in the fourth quarter of 2024 helped position us to execute with confidence, and we believe our disciplined approach will continue to create long-term value. Moving ahead to the second quarter, we remain focused on acquiring high-quality industrial assets that are mission critical to tenants and industries and accretive to our long-term strategy. At the same time, we will continue selectively dispose of non-core assets to further improve our portfolio. Our team is actively working to extend lease terms, capture mark-to-market opportunities, and support tenant growth through targeted expansions and capital improvement initiatives. We remain mindful of our overall leverage and are continuing to strengthen our balance sheet. With over $99 million in availability via our line of credit and cash on hand, we are well positioned to deploy capital into accretive industrial acquisitions. Several opportunities are currently under exclusivity or contract, with closings expected to come in the next few months. Our portfolio continues to generate sustainable cash flow. We remain more than 98% occupied as of March 31st. and we've not seen any material deterioration in tenant credit quality, even in the face of higher for longer interest rates. I will now turn the call over to Gary to review our financial results for the quarter and liquidity position. Gary? Thank you, Buzz.

I'll start my remarks this morning regarding our financial results by reviewing our operating results for the first quarter of 2025. All per share numbers referenced are based on fully diluted weighted average common shares. FFO and core FFO per share available to common shareholders were both $0.34 per share for the first quarter of 2025 as well as the first quarter of 2024. Same-store rents increased by 6.6% in the three months ended March 31st over the same period in 2024 due to increased property expense, recovery revenue, and increased rental rates from leasing activity subsequent to the first three months of 2024. Our first quarter results reflected total operating revenues of $37.5 million with operating expenses of $23.9 million as compared to operating revenues of $35.7 million and operating expenses of $23.3 million for the same period in 2024. Operating revenues were higher in 2025 due to increased recovery and higher rental rates for the same properties, slightly offset by lower variable lease payments from the seven property sales during and subsequent to the first quarter of 2024. Expenses were higher in the first quarter of 2025 versus the same period in 2024, mainly due to increased costs created by the inflationary environment, as well as higher net incentive fee paid in Q1 2025. In Q1 2025, we increased net assets from 1.09 billion to 1.16 billion, which was a result of the two acquisitions this quarter. Looking at our debt profile, 45% is fixed rate, 47% is hedged floating rate, and 8% is floating rate, which is the amount drawn on revolving credit facility mortgage note and one of our small term loans. As of March 31st, our effective average SOFR was 4.41%. Our outstanding bank term loans were hedged with $310 million of interest rate swaps. We continue to monitor interest rates closely and up date our hedging strategy is needed. As of today, our remaining 2025 loan maturities are very manageable at $3.1 million. As of the end of the quarter, we had $51.3 million of revolver borrowings outstanding. During the quarter ended March 31st, 2025, we sold 1.77 million common shares of under our ATM program, raising net proceeds of $27.7 million. We also received net proceeds of $300,000 from sales of our Series F preferred stock through March 31st. We continue to manage our equity activity to ensure that we have sufficient liquidity for upcoming capital requirements and new acquisitions. As of today, we have approximately $18.4 million in cash and $80.6 million of availability under our line of credit. We encourage you to 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 $0.30 per share per quarter or $1.20 per year. Our common stock closed yesterday at $13.83, and our yield at that price was 8.68%.

And now I'll turn the program back to David. Well, thank you, Gary. That was a good one. We had a good one from Buzz and Michael, too. A team of commercial is really performing well. They're renting more of our buildings, and so we're continuing to grow. You've heard a lot today. In summary, we acquired two industrial facilities for a total of $73 million, a nice addition to our group. Subsequent to the end of the quarter, we sold one office property with about a $377,000 profit. Previously recognized this as a selling profit of $3.9 million from sales-type lease. Commercial team is continuing to grow our real estate, add more deals, and modify and redo things. So we just continue to march along at the same pace we've marched at for a long time now. Our team of strong professionals continues to pursue potential quality properties on this list of acquisitions that we keep adding to. There are an acquisition team that's just out there seeking only the strong credit tenants, and we're going to continue that process. So let's stop now and have the operator come on and tell listeners how they can ask some questions.

Thank you. We will now conduct a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, that's star one to ask a question at this time. One moment while we pull for our first question. The first question comes from Guav Mehta with Alliance Global Partners. Please proceed.

thank you good morning uh i wanted to your acquisition pipeline and what you were seeing in the market for industrial properties thanks gaurav um we are seeing activity uh it's picking up here as the year gets started uh for ourselves we currently have approximately 70 million uh teed up here that we believe will close into the second quarter um and have a backlog that we are reviewing of approximately $140 million, which consists of about 10 assets. Obviously, there is a lot of competition coming from the marketplace, both family offices as well as PE shops. But as David referenced, the team is aggressive in the market, looking at every transaction we can find, being very selective, in these challenging times. But we believe we will continue to be active certainly through next quarter, this quarter, and into next quarter.

Okay. And so the $70 million that you mentioned under contract, can you maybe provide some color on how you expect to fund those acquisitions?

As Gary mentioned, we've got great liquidity. We have adequate liquidity. cash and availability on hand. We will also and have been going to look at other financing sources as we did a private placement at the end of last year, as well as perhaps other ways of having capital on hand, whether perhaps through a JV or other.

Okay, thank you. That's all I have.

Thank you.

Next question.

Next question comes from Craig Kujera with Lucid Capital. Please proceed.

Yeah, hey, good morning, guys. I want to circle back to the acquisition volume here. You know, obviously a big pickup after really a relatively slow couple of years. Are you seeing sellers more willing to budge on price, or are you just seeing more assets that fit what you want the portfolio to look like?

If I may, a little, it's a combination of both. We have been also aggressively trying to stay close with our broker relationships in order to have an early look as well as hopefully a last look at transactions. One of our value adds is we do what we say we got to do. We don't retrade. Don't like that word. So I think it's a function of getting to the transactions earlier rather than later and having early impact back to either seller or broker that's allowing us this success.

Okay, great. I know you don't have much in the way of remaining lease expirations here in 2025, but I'm kind of curious to hear if you're starting tackling 26 and 27, which are much larger years that are expiring.

As has been our history, Craig, we do and we are. If you look, the expirations, again, as you mentioned, for this year is under 2%, and that represents the transactions of which we are working on. have an RFP out on the other for a longer term extension. So we're in talks as it relates to 26. We have approximately eight or nine that we are working on. And of those, we really only have one at this point in time that we have not traded paper on or had discussions with. So we will hopefully winnow that down quickly and at the appropriate time. but we've got a good handle on it. We get out in front of it, and we are, as we work these 26 expirations, also looking at 27 and believe that we will be successful there as well. Many of those are industrial in nature, which we hope will allow us for, obviously, rent pickup.

Got it. And kind of circling back to the lease you did renew recently, Can you talk about leasing spread relative to expiring rent on the asset that you extended for another three years? Did you get a pickup there?

That was not a pickup on a straight line basis. For the term, it's a small drop. And the reason for that was, again, we could not get them to extend longer. They have to let us know after an 18-month period if they're going to remain. But it is in a market that is strong and I believe that should we not have success in re-upping them longer, we will have a pickup as it relates to the rental rate.

Okay, great. And just one more for me, for Gary. You mentioned the swaps on the floating rate debt. Are any of those expiring this year or are they swapped through maturity?

No, all those are swapped to maturity. Those two-term loans mature in late 27 and early 28.

Okay.

Thanks, guys.

Thank you. Next question.

Next question comes from John Masaka with B. Reilly. Please proceed.

Good morning. Good morning. Apologies if I missed a pair of remarks. Any quarter on the dispositions completed, subsequent quarter end, kind of what was pricing there maybe and what made those kind of non-core?

And, John, you were cutting up a little bit. I think you're asking about our dispositions that we had here in the first and into the second quarter?

Correct.

Okay. So we had two sales right at the beginning of April. And if I may... One was industrial. A tenant had an option to buy, so they did, and that was the realization of the gain there that we had. And the other was an office property that was purchased. Had a little loss on that. Not great. It did pay through its rent, but it was good to get away from a one-story office.

Okay. And then I guess maybe just as an update, how much of the portfolio today would you view as non-core? And maybe an update on the situation with the Austin office property.

As it relates to non-core, I assume you're referring to office. Our office occupancy is north of 93% at the moment. I would say of that, a very small amount would be considered non-core. but we do have some property types within that office we do wish to move on from and redeploy those into industrial assets. We have two call centers that we are working on. So most of the office is, from the standpoint of office today, healthy. And I could not understand the property you were referencing.

Sorry, the Austin office property, any update on lease up there?

Sure.

Sure.

Austin always is top of mind. It does throw a lot of positive cash for us. At the moment, we currently have a few requirements out in the marketplace that we are tracking as well as two RFPs unsolicited out in the marketplace. Austin is improving. Office is also leading coming back to office work. So we are hopeful that we will be able to add tenancy there and then make a decision relative to a long-term plan.

Okay. And then bigger picture, any changes in the acquisition kind of parameters given some of the changes in government policy? And I mean, I guess specifically, does light manufacturing look more attractive relative to warehouse distribution today in your mind?

Yes, absolutely. And we do not have a lot of distribution in our portfolio. We don't have a large boxes that are going to be affected by, if you will, tariffs and incoming product. We are light manufacturing in nature, so we feel confident. And I think if you look back at our previous calls, we have had a focus for the last, oh, two years as it relates to reshoring and onshoring. So we believe we're in a good position there to take advantage of that occurrence.

Okay. That's it for me. Thank you very much.

Thank you. Okay. Do we have any more questions? One more? Okay.

Yes, the next question comes from Dave Storms with StoneGate. Please proceed.

Morning. Morning, Dave. Morning. Just going back to the renewal process, with your average lease term, you know, it's just down a couple months. Sequentially, in your top five tenants, lease term is down to about five years. Just curious as to what your thoughts are and how you feel about the duration of your contracts as you, you know, start preparing for the 26 and 27 negotiations.

We do feel good about our term, and it will, I believe, with these closings I mentioned coming up, going to, for lack of a better word, move back up over a seven-year walt. They are good long-term sale leaseback transactions. Obviously, we also have to keep in mind you get a little more bang for the buck on the shorter-term deals, so that's also important to us. We have continued and will continue our underwriting focus as to the ability of the tenant, obviously, to pay their rent and the stickiness of the real estate as mission critical or C-suite in orientation that we feel comfortable they will renew if a shorter term lease. So hopefully that answers your question.

That's very helpful. Thank you. And then just one more for me, and apologies if I missed this in the beginning. I know you mentioned that there's additional competition when out there buying properties. I'm curious, what kind of competition are you seeing on the leasing front? Are there any new tenants that are coming into the market that maybe haven't been historically there, just in light of some of the macro stuff?

For us on the leasing front, and if the question is who's leasing, most of it currently is end users, and that's also true on the purchase side of the equation. So that's a good thing. The competition for those leases relative to who we might be quote unquote losing a deal to has also been similar. They're looking for obviously properties that fit their need. So I think we're very competitive within the market where we have current leases coming due.

Very helpful. Thank you for taking my questions.

Thank you.

Any more questions? Mr. Glass, don't there are no further questions in queue? I'll turn it back to you for closing comments.

All right. Well, we thank you all for listening to our presentation and asking good questions, and we hope you'll save up a lot of good questions for next time because we like the questions. That's the end of this. Thank you.

Thank you. This does conclude today's teleconference. Please disconnect your lines at this time, and thank you for your participation.