管理層發言
Greetings, and welcome to Gladstone Commercial Corporation's Year-End and Fourth Quarter Earnings Conference Call. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, David Gladstone, Chief Executive Officer. Please go ahead.
Well, thank you for that nice introduction, and thanks to all of you who called in today to hear from us. We always enjoy these times with you on the phone and wish there were more times to talk about it. Now we'll hear from Catherine Gerkis first, our Director of Investor Relations, to provide a brief disclosure regarding certain regulatory matters. Catherine, go ahead.
Thanks, David. Good morning, everyone. Today's call may include forward-looking statements, which are based on management's estimates, assumptions, and projections. There are no guarantees of future performance, and actual results may differ materially from those expressed or implied in these statements due to various uncertainties, including the risk factors set forth in our SEC filings, which you can find on the Investors page of our website. We assume no obligation to update any of these statements unless required by law. Please visit our website for a copy of our Form 10-K and earnings press release for more detailed information. You can also sign up for our email notification service and find information on how to contact our Investor Relations department. We are also on X, @GladstoneComps as well as Facebook and LinkedIn. Keyword for both is, The Gladstone Companies. Today, we'll discuss FFO, which is funds from operations, 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 may also discuss core FFO, which is generally FFO adjusted for certain other nonrecurring revenues and expenses. We believe these metrics can be a better indication of our operating results and allow better comparability of our period-over-period performance. Now let's turn the presentation to Buzz Cooper, Gladstone Commercial's President.
Thank you, Catherine, and thank you all for joining today's call. We are pleased to update you on our results for the year ended December 31, 2025, our current portfolio and our 2026 outlook. 2025 was a productive year for our portfolio. During the year, we acquired over $206 million of industrial assets across 10 facilities totaling 1.6 million square feet with a weighted average cap rate of 8.88%. At closing, these properties had a weighted average lease term of 15.9 years. We increased portfolio industrial concentration as a percent of annualized straight-line rent to 69% as of December 31, 2025, as compared to 63% at the same date in 2024. We invested $21 million in the existing portfolio towards renewing or extending 1.2 million square feet of leases at 18 of our properties. These leases resulted in a $2.1 million net increase in GAAP rent. We sold 2 properties consisting of 1 office and 1 industrial property and executed an agreement to sell another industrial property in the coming months.
We amended, extended, and upsized our syndicated bank credit facility from $505 million to $600 million. We closed on an $85 million private placement at 5.99% senior unsecured notes due December 15, 2030. As we have discussed in the past, we remain steadfast in several key focus areas: growing our industrial concentration, adding value in our existing portfolio through renewals, extensions, and strategic capital investments, and disposing of noncore assets while strategically redeploying those proceeds into quality industrial assets. By executing on these focus areas, we expect to achieve increased portfolio WALT, strong occupancy rates, streamline rental growth across the portfolio, continue to delever, and decrease the cost of capital. Our asset management team continues to effectively manage the existing portfolio as evidenced by a 100% collection of cash-based rents in the period, and an occupancy of 99.1% across the portfolio, an average remaining lease term of 7.3 years and a 4% same-store lease revenue increase compared to 2024.
Each of these milestones is a testament to the mission-critical nature of the assets in our portfolio, the quality of tenant credits in our portfolio, and our underwriting capabilities. We are grateful to our lenders for their continued trust and partnership with us. These long-standing relationships are critical to our continued investment in the current portfolio and the addition of mission-critical industrial real estate going forward. In short, our relationships with our tenants, the capital market community, and our financial capacity have allowed us to execute upon our focus areas at a high level. Looking ahead to 2026, we remain focused on evaluating opportunities to acquire higher-quality industrial assets that are mission-critical to tenants and industries and accretive to our long-term strategy. As I mentioned a moment ago, we are working toward our near-term goal of 70% industrial annualized straight-line rent.
We will look to achieve this goal and push past it in the coming year. While we do not have a timeline for the disposition of all of our office properties, we are keenly focused on growing the industrial concentration of our portfolio. At the same time, we will continue to work with our existing tenants to extend leases, capture mark-to-market opportunities, and support tenant growth through targeted expansion, capital improvement initiatives, and build-to-suit opportunities. While we remain aware of the challenging office environment, we will be strategic and intentional in evaluating our specific portfolio, seeking opportune times to dispose of office and noncore industrial as part of our continued capital recycling efforts. With the availability via our increased line of credit, access to the private placement bond market, cash on hand, and the ATM, we are positioned to deploy capital into accretive industrial acquisitions and portfolio improvements.
In closing, 2025 was a great year for the company, and the team is focused on continuing their efforts as we head into 2026. I will now turn the call over to Gary to review our financial results for the quarter and liquidity position.
Thank you, Buzz, and good morning, everyone. I'll start my remarks regarding our financial results this morning by reviewing our operating results for the fourth 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 stockholders were both $0.37 per share, respectively, for the quarter. FFO and core FFO available to common stockholders during the fourth quarter of 2024 were both $0.35, respectively. FFO and core FFO for the 12 months ended December 31, 2025, were $1.38 and $1.40 per share, respectively. FFO and core FFO for the same period in 2024 were $1.41 and $1.42 per share, respectively. Same-store lease revenue increased by 4% in the 12 months ended December 31, 2025, over the same period in 2024 due to an increase in recovery revenue from property operating expenses and an increase in rental rates from leasing activity subsequent to the year ended December 31, 2024, partially offset by a settlement received at one of our properties related to deferred maintenance in the prior period.
Our fourth quarter results reflected total operating revenues of $43.5 million, with operating expenses of $26.4 million as compared to operating revenues of $37.4 million and operating expenses of $25 million for the same period in 2024. Operating revenues were higher in 2025 due to an increased portfolio size, increased recovery revenues, and higher rental rates. Expenses were higher in the fourth quarter of 2025 versus 2024, mainly due to the higher depreciation from a larger portfolio, partially offset by an impairment charge and crediting back of all the incentive fee in the fourth quarter of 2024. At the end of the quarter, we had one industrial property and a portion of a land parcel held for sale. During the quarter, we extended and upsized our bank credit facility to $400 million in term loans and a $200 million revolver. The revolving credit facility maturity was extended to October 2029, and the maturity dates for Term Loan A and Term Loan B components were extended until October 2029 and February 2030, respectively.
The amended credit facility also provides the company with options to extend the maturity dates of the revolving line of credit and Term Loan C components until October 2030 and February 2029, respectively. The transaction was led by KeyBanc as joint lead arranger and book manager, as well as Bank of America, the Huntington National Bank, and Fifth Third Bank National Association as joint lead arrangers; Synovus Bank and S&T also renewed their commitments. In Q4, we also issued $85 million of 5.99% senior secured notes due December 30, 2030, in the private placement market. Investors included Nuveen and New York Life. This is our second issuance in this market, which allows us to decrease our cost of capital and simplify our balance sheet. As of today, we have $27.6 million of loan maturities in 2026. As of the end of the quarter, we had $37.4 million in revolver borrowings outstanding. Looking at our debt profile, as of December 31, 48% was fixed, 47% was hedged floating rate, and 5% was floating rate, which is the amount drawn on our revolving credit facility.
As of December 31, our effective average SOFR was 3.87%. Our outstanding bank term loans are all hedged to maturity with interest rate swaps. We continue to monitor interest rates closely and update our hedging strategy as needed. During the 12 months ended December 31, 2025, we sold 4.4 million shares of common stock under our ATM program, raising net proceeds of $61 million. We continue to manage our equity activity to ensure that we have sufficient liquidity for upcoming capital requirements and new acquisitions. Taking in the year as a whole, we increased net assets from $1.1 billion to $1.25 billion, which was the result of the net portfolio acquisitions and revenue-generating portfolio CapEx during the year. As of today, we have approximately $4 million in cash and $60 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. And now I'll turn the program back to David.
Thank you, Gary. That was a good report, and it was a good one from Buzz, and Catherine did her part as well. The team has performed very well overall in a very nice quarter indeed that we have for our shareholders. As you've heard today, in summary, during the fourth quarter, we amended and extended our bank credit facility, which is now $600 million. We issued $85 million of 5.99% senior unsecured notes in the private placement marketplace. For 2025, we acquired $206 million of industrial properties that we are gradually becoming a fully industrial real estate investment trust. We increased our industrial percentage on annual straight-line rent to 69%. And here's one you always love to hear, increased occupancy to 99.1%. That is, we’ve got tenants; almost 100% of our stuff is leased out. Gladstone Commercial's team is growing the real estate that we own at a good pace, and the team is doing a great job managing the properties we own, especially during these challenging times.
We don't have a lot of industrial property that's somehow related to the Internet or to the M&A that's going on the stock, but we certainly hope to hit some of those big numbers that are out there. My team of strong professionals continues to pursue potential quality properties on the list of acquisitions they are reviewing. We've got a good, strong list of acquisitions that we're looking through. Okay. I'm going to stop here and let the operator come in and help us listen to some of the questions that people always ask us.
分析師問答
Today's first question is from Dave Storms of Stonegate.
I wanted to start with the occupancy. It looks like occupancy remained the same, though you did lose a tenant. I was just hoping to get a little more color on what happened there.
David, nice to talk with you. Relative to the occupancy, we're at an all-time high, if you will, since 2019. We renewed a tenant and have increased our occupancy. And obviously, the portfolio management team has done a great job relative to that. We see continued maintaining that occupancy. Certainly, there'll be some fluctuations as we add property or dispose of property.
Understood. I appreciate that. And then one more. I know you mentioned that you're looking to get the portfolio up to 70% industrial. You don't have a timeline for that. Just curious as to what you're seeing in the transaction environment and if anything has changed now that we have a little more clarity about the incoming Fed chair and the potential plans to reduce the Fed's balance sheet.
It's a very competitive market. And almost every day, you see somebody else coming into the space of triple-net. We play in the middle market, and our value-add is underwriting middle market credits. We're not playing in the high range, if you will, both size as well as A-rated credits. So we are working hard at adding good properties, good tenancy focused upon the quality of the tenant and quality of the real estate, not just going for the highest return. So we're going to be very discerning as it relates to what we're going to put on our books and what we are going to chase. Well, David, if I could, relative to just thinking through it on your question, the first question, we did have a tenant with a fee we received that may be answering your question relative to the payment as well as the effect on occupancy at that point, but we did have a fee received.
Our next question is coming from John Massocca of B. Riley Securities.
Sorry if I missed this maybe earlier in the call, what's the size of the pipeline today roughly? And I guess if you think about maybe cap rates in the pipeline or how cap rates are trending, where do those stand today? And maybe where you think they're going to trend over the course of the year?
Thank you, John. We are consistently considering around $300 million in transactions. While we would like to pursue them all, it's not feasible for us to do so. Currently, cap rates where we are competing are at a minimum of 7.5%. We consider a range of 7.5% to 8.5% to be realistic. However, the competition is intense. One of our key advantages is our strong underwriting capability, along with our ability to make all cash purchases, which keeps us competitive in the market. Although the beginning of 2025 was somewhat slow in terms of opportunities, we are now seeing that improve.
And maybe kind of cap rate ranges is roughly where you're kind of seeing those today for your target assets?
Going in 7.5% and up with an average cap rate north of 9%.
Okay. And then in terms of the in-place portfolio, how are you looking at kind of lease maturities over the course of the year? I know you have a relatively sizable one at the very end of the year, but anything else that's kind of noteworthy before then or even maybe in early 2027.
Certainly, I'm glad to provide that information. As previously mentioned, our property management and portfolio management teams have performed exceptionally well. We have been in contact with all tenants whose leases are set to expire within the next two years. There are eight leases maturing in 2026, split evenly between office and industrial properties, which account for about 8% of our straight-line rent. Through our discussions and projections with tenants, we are focusing on two of these leases as we believe the other six are in a strong position. One notable asset is in Austin, where General Motors is the tenant, representing roughly 3% of our straight-line rent, with the lease expiring at the end of this year. Our team has developed a leasing strategy, and we have two tours scheduled next week for approximately 50,000 square feet each. Regardless, we will ensure the property is managed effectively.
The second property is an office building, which also has two tours planned, with the lease expiring at the end of 2026. As for 2027, we have 14 leases maturing, again evenly split between office and industrial. We are very confident that all but three of these will be renewed, although we currently lack the clarity we desire for them. These three represent only 1.2% of the straight-line rent associated with these expirations. The other leases do have extension options, and we are in ongoing communication with those tenants, though the notice dates for them have not yet arrived. We are actively managing the approximately 85,000 square feet scheduled for 2027.
Okay. And then last one for me on the balance sheet. How are you thinking about the need for additional debt capital given some of the activity at quarter end? I mean, does that provide you think sufficient runway for what your kind of target acquisitions are for the year? Or should we be looking for any kind of additional activity in the debt markets? And I guess, how would you maybe look to spread that between either term loan debt or additional kind of private placement or even mortgage debt?
John, this is Gary. Currently, we aim to utilize our revolving credit facility to acquire properties and subsequently refinance that facility through private placements. This approach has been our strategy for the past two years and will continue moving forward. We have some mortgages maturing soon, and once we pay those off, we can add those properties to our unencumbered pool, thereby increasing our availability. Currently, our liquidity stands at approximately $60 million on the credit facility, which we anticipate will grow over time with new acquisitions. We have ample capacity within the facility to increase our availability. Overall, that summarizes our outlook on debt for the future.
Our next question is coming from Craig Kucera of Lucid Capital Markets.
I think last quarter, you mentioned that you were working on a couple of transactions that you thought might close in the fourth quarter. Are those still in the mix? Or are those transactions you don't think you're going to execute on?
We have one that we believe we can hopefully get done by the end of this quarter. Still some diligence work to do on that. So yes, some bled over, did have one fall out. Actually, the seller pulled back on it, I believe. So we're hopeful of one and a pickup in activity into the second quarter.
Got it. And can you give us a sense of the dollar amount that might close here in the first quarter?
I would say it's in the range of $10 million.
Okay. That's helpful. And you mentioned a fee earlier. I know we had a discussion about this last quarter about some lease termination income or accelerated rent, but was that recognized here in the fourth quarter at about $1.5 million?
Yes, it was a termination fee, and we had a tenant that moved in immediately after the previous one left. The building remains fully occupied, so there’s no loss. That was a one-time fee.
Got it. I appreciate that. Another for me. I guess just thinking about the incentive waiver, philosophically, I mean, looking at it, it looks like the Board is sort of targeting maybe a core FFO payout ratio of something around 85%, plus or minus. Is that how we should think about that? Or is there any color that you think you can give us on that?
I mean that's reasonable. I think going forward, we'd like to lower that going forward, but I think that's a reasonable assumption, yes.
Our next question is a follow-up from Dave Storms of Stonegate.
I just wanted to ask one around average lease terms. It looks like they're trickling up to the mid-7s. Is this by design? Is this something that you're seeing in the market? Maybe just any more color on that.
Sure, Dave. And obviously, the longer WALT, the better. So we do look at transactions that allow for that. It gives us more stability within the portfolio. And so yes, we will look at transactions 7 years and up, prefer 15 and up. Of course, that leads to our wheelhouse of sale-leaseback transactions. So yes, the longer we can do, the better.
Okay. Do we have any more questions?
We're showing no additional questions at this time. Mr. Gladstone, I turn it back to you for closing comments.
Thank you very much. And that was pretty puny in terms of number of questions. We like more questions from our folks out there. This really makes a meeting go faster and easier and straight to the point for all of these. So thank you all for calling in, but save up your questions for the next meeting. That's the end of this call. Thank you.
Ladies and gentlemen, this concludes today's event. You may disconnect your lines and log off the webcast at this time, and enjoy the rest of your day.