UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

~~FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006~~


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 0-50363

GLADSTONE COMMERCIAL CORPORATION

(Exact name of registrant as specified in its charter)


MARYLAND		02-0681276
(State or other jurisdiction of incorporation or ~~organization)~~		~~02-0681276~~ (I.R.S. Employer Identification No.)
organization)

1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VIRGINIA 22102
(Address of principal executive office)
(703) 287-5800
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated ~~filer. See definition of “accelerated~~ filer ~~and large accelerated filer”~~(as defined in
Rule 12b-2 of the Exchange ~~Act. (Check one):~~Act).


~~Large Accelerated Filer~~o		~~Accelerated Filer~~þ		~~Non-Accelerated Filer~~o

Large Accelerated Filero. Accelerated Filerþ Non-Accelerated Filero.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ.

The number of shares of the registrant’s Common Stock, $0.001 par value, outstanding as of ~~August 4,~~October 27, 2006 was ~~7,816,972.~~7,911,340.

GLADSTONE COMMERCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2006			December 31, 2005			September 30, 2006			December 31, 2005
ASSETS
Real estate, net of accumulated depreciation of $5,722,987 and $3,408,878 respectively	$	219,373,127		$	161,634,761
Lease intangibles, net of accumulated amortization of $2,614,455 and $1,221,413, respectively		24,535,650			13,947,484
Real estate and related assets held for sale, net		5,458,407			—
Real estate, net of accumulated depreciation of $7,106,263 and $3,408,878, respectively							$	236,573,888		$	161,634,761
Lease intangibles, net of accumulated amortization of $3,393,819 and $1,221,413, respectively								24,198,562			13,947,484
Mortgage notes receivable		20,981,073			21,025,815			10,000,000			21,025,815
Cash and cash equivalents		931,560			1,740,159			614,784			1,740,159
Restricted cash		2,386,510			1,974,436			1,644,889			1,974,436
Funds held in escrow		1,697,031			1,041,292			1,514,701			1,041,292
Interest receivable – mortgage note		67,140			70,749
Interest receivable – employees		28,589			—
Interest receivable — mortgage note								—			70,749
Interest receivable — employees								41,346			—
Deferred rent receivable		3,111,718			2,590,617			3,342,398			2,590,617
Deferred financing costs, net of accumulated amortization of $549,399 and $260,099, respectively		3,037,719			1,811,017
Deferred financing costs, net of accumulated amortization of $725,040 and $260,099, respectively								2,911,643			1,811,017
Prepaid expenses		196,852			385,043			435,196			385,043
Deposits on real estate		—			600,000			—			600,000
Accounts receivable		105,395			225,581			225,073			225,581


TOTAL ASSETS	$	281,910,771		$	207,046,954		$	281,502,480		$	207,046,954


LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Mortgage notes payable	$	118,690,395		$	61,558,961		$	118,516,249		$	61,558,961
Mortgage notes payable related to assets held for sale		4,797,876			—
Borrowings under line of credit		29,660,000			43,560,000			35,660,000			43,560,000
Deferred rent liability		5,111,381			—			4,914,989			—
Asset retirement obligation liability		1,419,559			—			1,604,416			—
Accounts payable and accrued expenses		437,693			389,792			695,330			493,002
Accounts payable and other liabilities related to assets held for sale		198,381			103,210
Due to adviser		177,459			164,155			210,277			164,155
Rent received in advance, security deposits and funds held in escrow		2,897,781			2,322,300			2,045,850			2,322,300


Total Liabilities		163,390,525			108,098,418			163,647,111			108,098,418


STOCKHOLDERS’ EQUITY
Redeemable preferred stock, $0.001 par value; $25 liquidation preference; 1,150,000 shares authorized and 1,000,000 shares issued and outstanding at June 30, 2006		1,000			—
Common stock, $0.001 par value, 18,850,000 shares authorized and 7,816,972 and 7,672,000 shares issued and outstanding, respectively		7,817			7,672
Redeemable preferred stock, $0.001 par value; $25 liquidation preference; 1,150,000 shares authorized and 1,000,000 shares issued and outstanding at September 30, 2006								1,000			—
Common stock, $0.001 par value, 18,850,000 shares authorized and 7,850,901 and 7,672,000 shares issued and outstanding, respectively								7,851			7,672
Additional paid in capital		131,590,977			105,502,544			132,448,681			105,502,544
Notes receivable — employees		(2,259,036	)		(432,282	)		(2,259,036	)		(432,282	)
Distributions in excess of accumulated earnings		(10,820,512	)		(6,129,398	)		(12,343,127	)		(6,129,398	)


Total Stockholders’ Equity		118,520,246			98,948,536			117,855,369			98,948,536


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	281,910,771		$	207,046,954		$	281,502,480		$	207,046,954

GLADSTONE COMMERCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the three months ended						For the three months ended
	June 30, 2006			June 30, 2005			September 30, 2006			September 30, 2005
Operating revenues
Rental income	$	6,027,830		$	2,092,231		$	6,214,295		$	3,307,759
Interest income from mortgage notes receivable		558,434			501,645			478,329			553,968
Tenant recovery revenue		43,798			37,300			43,352			28,208

Total operating revenues		6,630,062			2,631,176			6,735,976			3,889,935


Operating expenses
Depreciation and amortization		2,064,312			664,467			2,162,640			1,107,672
Management advisory fee		719,392			483,794			656,916			609,171
Professional fees		232,960			11,201			167,353			87,896
Taxes and licenses		39,069			24,450			24,812			36,952
Insurance		102,845			67,021			113,453			70,244
General and administrative		306,698			95,411			115,349			61,074
Shareholder related expenses								34,414			45,868
Asset retirement obligation expense		24,940			—			30,619			—
Stock option compensation expense		33,602			—			314,593			—

Total operating expenses		3,523,818			1,346,344			3,620,149			2,018,877


Other income (expense)
Interest income from temporary investments		4,057			13,192			2,006			10,093
Interest income — employee loans		28,589			5,236
Other income		10,400			—
Interest income—employee loans								41,346			5,562
Interest expense		(2,155,968	)		(254,803	)		(2,494,221	)		(865,237	)

Total other expense		(2,112,922	)		(236,375	)		(2,450,869	)		(849,582	)


Income from continuing operations		993,322			1,048,457			664,958			1,021,476


Discontinued operations
Income from discontinued operations		71,215			103,784			6,915			70,504
Net realized gain (loss) from foreign currency transactions		167			(2,590	)
Net unrealized (loss) gain from foreign currency transactions		(211,939	)		(120	)
Net realized loss from foreign currency transactions								(1,044	)		(340	)
Net unrealized loss from foreign currency transactions								—			(224,229	)
Gain on sale of real estate								1,422,026			—
Taxes on sale of real estate								(315,436	)		—

Total discontinued operations		(140,557	)		101,074			1,112,461			(154,065	)


Net income		852,765			1,149,531			1,777,419			867,411


Dividends attributable to preferred stock		(484,375	)		—			(484,375	)		—


Net income available to common stockholders	$	368,390		$	1,149,531		$	1,293,044		$	867,411


Earnings per weighted average common share — basic

Earnings per weighted average common share— basic
Income from continuing operations (net of dividends attributable to preferred stock)	$	0.07		$	0.14		$	0.02		$	0.13
Discontinued operations		(0.02	)		0.01			0.14			(0.02	)


Net income available to common stockholders	$	0.05		$	0.15		$	0.16		$	0.11


Earnings per weighted average common share — diluted
Earnings per weighted average common share— diluted
Income from continuing operations (net of dividends attributable to preferred stock)	$	0.06		$	0.14		$	0.02		$	0.13
Discontinued operations		(0.02	)		0.01			0.14			(0.02	)


Net income available to common stockholders	$	0.04		$	0.15		$	0.16		$	0.11


Weighted average shares outstanding
Basic		7,762,503			7,669,802			7,820,376			7,672,000

Diluted		7,911,871			7,692,639			7,981,071			7,725,667

GLADSTONE COMMERCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the six months ended						For the nine months ended
	June 30, 2006			June 30, 2005			September 30, 2006			September 30, 2005
Operating revenues
Rental income	$	10,894,906		$	3,795,831		$	17,109,203		$	7,103,591
Interest income from mortgage notes receivable		1,111,346			797,228			1,589,675			1,351,197
Tenant recovery revenue		49,420			41,600			92,772			69,808

Total operating revenues		12,055,672			4,634,659			18,791,650			8,524,596


Operating expenses
Depreciation and amortization		3,863,519			1,169,762			6,026,150			2,277,432
Management advisory fee		1,372,134			955,655			2,029,050			1,564,826
Professional fees		431,418			340,886			598,771			428,781
Taxes and licenses		89,963			151,396			114,774			188,347
Insurance		185,842			137,404			299,296			207,648
General and administrative		452,485			229,750			319,784			166,410
Shareholder related expenses								282,478			170,285
Asset retirement obligation expense		71,641			—			102,263			—
Stock option compensation expense		79,818			—			394,411			—

Total operating expenses		6,546,820			2,984,853			10,166,977			5,003,729


Other income (expense)
Interest income from temporary investments		11,431			107,713			13,437			117,806
Interest income — employee loans		34,137			9,921			75,483			15,483
Other income		10,400			—			10,400			—
Interest expense		(3,774,536	)		(291,022	)		(6,268,757	)		(1,156,259	)

Total other expense		(3,718,568	)		(173,388	)		(6,169,437	)		(1,022,970	)


Income from continuing operations		1,790,284			1,476,418			2,455,236			2,497,897


Discontinued operations
Income from discontinued operations		109,253			211,099			116,169			281,602
Net realized gain (loss) from foreign currency transactions		(649	)		(2,937	)
Net unrealized (loss) gain from foreign currency transactions		(199,323	)		135
Net realized loss from foreign currency transactions								(201,017	)		(3,277	)
Net unrealized loss from foreign currency transactions								—			(224,094	)
Gain on sale of real estate								1,422,026			—
Taxes on sale of real estate								(315,436	)		—

Total discontinued operations		(90,719	)		208,297			1,021,742			54,231


Net income		1,699,565			1,684,715			3,476,978			2,552,128


Dividends attributable to preferred stock		(828,819	)		—			(1,313,194	)		—


Net income available to common stockholders	$	870,746		$	1,684,715		$	2,163,784		$	2,552,128


Earnings per weighted average common share — basic
Earnings per weighted average common share - - basic
Income from continuing operations (net of dividends attributable to preferred stock)	$	0.12		$	0.19		$	0.15		$	0.32
Discontinued operations		(0.01	)		0.03			0.13			0.01


Net income available to common stockholders	$	0.11		$	0.22		$	0.28		$	0.33


Earnings per weighted average common share — diluted
Income from continuing operations (net of dividends attributable to preferred stock)	$	0.12		$	0.19		$	0.14		$	0.32
Discontinued operations		(0.01	)		0.03			0.13			0.01


Net income available to common stockholders	$	0.11		$	0.22		$	0.27		$	0.33


Weighted average shares outstanding
Basic		7,717,501			7,668,409			7,752,170			7,669,619

Diluted		7,858,146			7,715,100			7,896,860			7,718,441

GLADSTONE COMMERCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the six			For the six			For the nine			For the nine
	months ended			months ended			months ended			months ended
	June 30, 2006			June 30, 2005			September 30, 2006			September 30, 2005
Cash flows from operating activities:
Net income	$	1,699,565		$	1,684,715		$	3,476,978		$	2,552,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, including discontinued operations		3,915,819			1,234,731			6,078,450			2,374,912
Amortization of deferred financing costs, including discontinued operations		289,300			74,836			464,941			158,457
Amortization of deferred rent asset		126,748			93,385			190,123			114,700
Amortization of deferred rent liability		(303,478	)		—			(499,870	)		—
Asset retirement obligation expense, including discontinued operations		81,573			—			112,195			—
Stock compensation		79,818			—			394,411			—
Unrealized loss (gain) from foreign currency transactions		199,323			(135	)
Changes in assets and liabilities:
Increase in mortgage notes payable due to change in value of foreign currency								202,065			226,238
Value of building acquired in excess of mortgage note satisfied, applied to interest income								(335,701	)		—
Gain on sale of real estate								(1,422,026	)		—
Decrease (increase) in mortgage interest receivable		3,609			(2,824	)		70,749			(2,716	)
Increase in employee interest receivable		(28,589	)		(444	)
Decrease in prepaid expenses		177,168			69,008
Decrease in other assets		120,186			59,515
(Increase) decrease in employee interest receivable								(41,346	)		111
Increase in prepaid expenses and other assets								(49,645	)		(76,943	)
Increase in deferred rent receivable		(720,712	)		(206,111	)		(941,903	)		(369,624	)
Increase in accounts payable and accrued expenses		52,302			112,530
Increase (decrease) in due to adviser		13,304			(5,060	)
Increase in accounts payable, accrued expenses, and amount due adviser								248,449			302,532
Increase (decrease) in rent received in advance and security deposits		725,907			(435,228	)		472,167			(259,509	)
Payments to lenders for operating reserves held in escrow		(1,452,201	)		—
Net payments to lenders for operating reserves held in escrow								(2,001,065	)		(81,640	)
Increase in operating reserves from tenants		892,137			—			1,189,942			—

Net cash provided by operating activities		5,871,779			2,678,918			7,608,914			4,938,646


Cash flows from investing activities:
Real estate investments		(40,506,626	)		(41,116,911	)		(48,311,928	)		(80,763,736	)
Proceeds from sales of real estate								2,106,112			—
Issuance of mortgage note receivable		—			(10,000,000	)		—			(10,000,000	)
Principal repayments on mortgage notes receivable		44,742			42,856			44,742			60,443
Increase in restricted cash		(412,074	)		—			329,547			—
Receipts from tenants for capital reserves		435,633			—
Payments to tenants from capital reserves		(234,518	)		—
Payments to lenders for capital reserves held in escrow		(755,350	)		—
Receipts from lenders for capital reserves held in escrow		308,135			—
Net receipts from tenants for capital reserves								125,574			—
Net payments to lenders for capital reserves held in escrow								(536,476	)		(1,006,602	)
Deposits on future acquisitions		(500,000	)		(550,000	)		(600,000	)		(1,600,000	)
Deposits applied against real estate investments		1,100,000			—			1,200,000			1,400,000

Net cash used in investing activities		(40,520,058	)		(51,624,055	)		(45,642,429	)		(91,909,895	)


Cash flows from financing activities:
Proceeds from share issuance		25,485,010			—			26,034,648			—
Offering costs		(1,302,004	)		—			(1,308,496	)		—
Borrowings under mortgage note payable		31,900,000			3,150,000
Principal repayments on mortgage note payable		(302,410	)		(12,471	)
Borrowings under mortgage notes payable								31,900,000			41,964,045
Principal repayments on mortgage notes payable								(427,506	)		(32,036	)
Borrowings from line of credit		60,000,400			22,010,000			70,400,400			69,410,000
Repayments on line of credit		(73,900,400	)		—			(78,300,400	)		(45,600,000	)
Principal repayments on employee loans		—			16,211			—			17,094
Payments for deferred financing costs		(1,650,237	)		(1,015,176	)		(1,699,798	)		(1,595,299	)
Dividends paid for common and preferred		(6,390,679	)		(4,140,980	)		(9,690,708	)		(5,982,260	)

Net cash provided by financing activities		33,839,680			20,007,584			36,908,140			58,181,544


Net decrease in cash and cash equivalents		(808,599	)		(28,937,553	)		(1,125,375	)		(28,789,705	)

Cash and cash equivalents, beginning of period		1,740,159			29,153,987			1,740,159			29,153,987


Cash and cash equivalents, end of period	$	931,560		$	216,434		$	614,784		$	364,282


NON-CASH INVESTING ACTIVITIES
Increase in asset retirement obligation	$	1,510,330		$	—		$	1,604,416		$	—


NON-CASH FINANCING ACTIVITIES

Fixed rate debt assumed in connection with acquisitions	$	30,129,654		$	—		$	30,129,654		$	—


Assumption of mortgage notes payable by buyer							$	4,846,925		$	—


Notes receivable issued in exchange for common stock associated with the exercise of employee stock options	$	1,826,754		$	75,000		$	1,826,754		$	75,000


Acquisition of building in satisfaction of mortgage note receivable							$	11,316,774		$	—

GLADSTONE COMMERCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

Gladstone Commercial Corporation (the “Company”) is a Maryland corporation that qualifies as a real estate investment trust (“REIT”) for federal income tax purposes and was incorporated on February 14, 2003 under the General Corporation Law of Maryland for the purpose of engaging in the business of investing in real estate properties net leased to creditworthy entities and making mortgage loans to creditworthy entities. Subject to certain restrictions and limitations, the business of the Company is managed by Gladstone Management Corporation, a Delaware ~~Corporation,~~corporation (the “Adviser”).

Subsidiaries

~~On May 28, 2003, the~~The Company ~~completed the formation~~conducts substantially all of its operations through a subsidiary, Gladstone Commercial Limited Partnership, a Delaware limited partnership, (the “Operating Partnership”). ~~The Company conducts substantially all of its operations through the Operating Partnership.~~ As the Company currently owns all of the general and limited partnership interests of the Operating Partnership through GCLP Business Trust I and II as disclosed below, the financial position and results of operations of the Operating Partnership are consolidated with those of the Company.

~~On July 17, 2003, the Company completed the formation of a subsidiary,~~ Gladstone Commercial Partners, LLC, a Delaware limited liability company (“Commercial Partners”)~~. Commercial Partners~~ and a subsidiary of the Company, was organized to engage in any lawful act or activity for which a limited liability company may be organized in Delaware. Commercial Partners has the power to make and perform all contracts and to engage in all activities to carry out the purposes of the Company, and all other powers available to it as a limited liability company. As the Company currently owns all of the membership interests of Commercial Partners, the financial position and results of operations of Commercial Partners are consolidated with those of the Company.

~~On January 27, 2004, the Company completed the formation of a subsidiary,~~ Gladstone Lending, LLC, a Delaware limited liability company (“Gladstone Lending”)~~. Gladstone Lending~~, and a subsidiary of the Company, was created to conduct all operations related to real estate mortgage loans of the Company. As the Operating Partnership currently owns all of the membership interests of Gladstone Lending, the financial position and results of operations of Gladstone Lending are consolidated with those of the ~~Operating Partnership and the~~ Company.

~~On August 23, 2004, the Company completed the formation of a subsidiary,~~ Gladstone Commercial Advisers, Inc., a Delaware corporation (“Commercial Advisers”)~~. Commercial Advisers~~ and a subsidiary of the Company, is a taxable REIT subsidiary (“TRS”), which was created to collect all non-qualifying income related to the Company’s real estate portfolio. It is currently anticipated that this income will predominately consist of fees received by the Company related to the leasing of real estate. There have been no such fees earned to date. Since the Company owns 100% of the voting securities of Commercial Advisers, the financial position and results of operations of Commercial Advisers are consolidated with those of the Company. ~~There have been no such fees earned to date.~~

On December 28, 2005, GCLP Business Trust I and GCLP Business Trust II, each a business trust formed under the laws of the Commonwealth of Massachusetts, were established by the Company. On December 31, 2005, the Company transferred its 99% limited partnership interest in the Operating Partnership to GCLP Business Trust I in exchange for 100 trust shares. Also on December 31, 2005, Gladstone Commercial Partners, LLC transferred its 1% general partnership interest in the Operating Partnership to GCLP Business Trust II in exchange for 100 trust shares.

Interim financial information

Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim period have been included.

Investments in real estate

The Company records investments in real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset. The Company expenses costs of repairs and maintenance as incurred. The Company computes depreciation using the straight-line method over the estimated useful life of 39 years for buildings and improvements, five to seven years for equipment and fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

The Company accounts for its acquisitions of real estate in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”, which requires the purchase price of real estate to be allocated to the acquired tangible assets and liabilities, consisting of land, building, tenant improvements, long-term debt and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, the value of unamortized lease origination costs and the value of tenant relationships, based in each case on their fair values.

Management’s estimates of value are made using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis). Factors considered by management in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets and liabilities acquired. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from nine to 18 months, depending on specific local market conditions. Management also estimates costs to execute similar leases including leasing commissions, legal and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction.

The Company allocates purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. The “as-if-vacant” value is allocated to land, building, and tenant improvements based on management’s determination of the relative fair values of these assets. Real estate depreciation expense on these tangible assets, including discontinued operations, was ~~$1,324,868~~$1,383,279 and ~~$2,478,984~~$3,862,257 for the three and ~~six~~nine months ended ~~June~~September 30, 2006, respectively, and ~~$547,984~~$770,467 and ~~$971,627~~$1,742,094 for the three and ~~six~~nine months ended ~~June~~September 30, 2005, respectively.

Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease values, included in the accompanying balance sheet as part of deferred rent receivable, are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The value of these above-market leases as of ~~June~~September 30, 2006 was ~~$1,690,024.~~$1,626,650. Total amortization related to above-market lease values was ~~$63,374~~$63,375 and ~~$126,748~~$190,123 for the three and ~~six~~nine months ended ~~June~~September 30, 2006, respectively, and ~~$87,250~~$21,315 and ~~$93,385~~$114,700 for the three and ~~six~~nine months ended ~~June~~September 30, ~~2005.~~2005, respectively. The capitalized below-market lease values, included in the accompanying balance sheet as deferred rent liability, are amortized as an increase to rental income over the initial term and any fixed-rate renewal periods in the respective leases.

The Company has determined that certain of its properties, which were originally not treated as business combinations under SFAS No. 141 because there was not an existing lease in place at the time of acquisition, should have been treated as business combinations when determining the purchase price of the real estate. These properties had leases that were put in place on the date of acquisition and thus were implicitly included in the purchase price and should have been considered as leases in place for purposes of determining if the acquisitions were business combinations. As a result, the Company reallocated approximately $1.2 million of land, building and tenant improvements to intangible assets and recognized additional amortization of $140,606, offset by increased rental revenue related to below market rents of approximately $28,000, for a net decrease in income of approximately $112,000 in the quarter ended March 31, 2006. Of the additional $112,000 recognized in the quarter ended March 31, 2006, approximately $90,000 relates to periods prior to ~~2006.~~2006, and management has deemed the amount immaterial to those periods.

The total amount of the remaining intangible assets acquired, which consist of in-place lease values, unamortized lease origination costs, and customer relationship intangible values, are allocated based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics to be considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The value of in-place leases and unamortized lease origination costs are amortized to expense over the remaining term of the respective leases, which range from 5 to 20 years. The value of customer relationship intangibles, which is the benefit to the Company resulting from the likelihood of an existing tenant renewing its lease, are amortized to expense over the remaining term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles will be charged to expense. Total amortization expense related to these intangible assets, including discontinued operations, was ~~$756,204~~$779,361 and ~~$1,436,835~~$2,216,193 for the three and ~~six~~nine months ended ~~June~~September 30, 2006, respectively, and ~~$148,991~~$369,714 and ~~$263,104~~$632,818 for the three and ~~six~~nine months ended ~~June~~September 30, 2005, respectively.

The following table summarizes the net value of other intangible assets and the accumulated amortization for each intangible asset class:


	June 30, 2006					December 31, 2005					September 30, 2006					December 31, 2005
			Accumulated					Accumulated					Accumulated					Accumulated
	Lease Intangibles		Amortization			Lease Intangibles		Amortization			Lease Intangibles		Amortization			Lease Intangibles		Amortization
In-place leases	$	10,663,334	$	(1,196,836	)	$	5,625,736	$	(558,997	)	$	10,738,319	$	(1,551,955	)	$	5,625,736	$	(558,997	)
Leasing costs		5,833,922		(861,069	)		5,047,033		(505,078	)		5,891,099		(1,064,706	)		5,047,033		(505,078	)
Customer relationships		10,652,849		(556,550	)		4,496,128		(157,338	)		10,962,963		(777,158	)		4,496,128		(157,338	)

	$	27,150,105	$	(2,614,455	)	$	15,168,897	$	(1,221,413	)
											$	27,592,381	$	(3,393,819	)	$	15,168,897	$	(1,221,413	)

Funds held in escrow

Funds held in escrow ~~consists~~consist of funds held by certain of the Company’s lenders for properties held as collateral by these lenders. These funds consist of replacement reserves for capital improvements, repairs and maintenance, insurance and taxes. These funds will be released to the Company upon completion of agreed upon tasks as specified in the mortgage agreements, mainly consisting of maintenance and repairs on the buildings, and when evidence of insurance and tax payments has been submitted to the lenders.

Deferred financing costs

Deferred financing costs consist of costs incurred to obtain long-term financing, including, legal fees, origination fees, and administrative fees. The costs are deferred and amortized using the straight-line method, which approximates the effective interest method, over the term of the financing secured. Total amortization expense related to deferred financing costs, including discontinued operations, was ~~$167,430~~$175,641 and ~~$289,300~~$464,941 for the three and ~~six~~nine months ended ~~June~~September 30, 2006, respectively, and ~~$58,591~~$83,621 and ~~$74,836~~$158,457 for the three and ~~six~~nine months ended ~~June~~September 30, 2005, respectively.

Revenue recognition

Rental revenues include rents that each tenant pays in accordance with the terms of its respective lease reported on a straight-line basis over the non-cancelable term of the lease. Certain of the Company’s leases currently contain rental increases at specified intervals, and straight-line basis accounting requires the Company to record an asset, and include in revenues, deferred rent receivable that will be received if the tenant makes all rent payments required through the expiration of the initial term of the lease. Deferred rent receivable in the accompanying balance sheet includes the cumulative difference between rental revenue as recorded on a straight line basis and rents received from the tenants in accordance with the lease terms, along with the capitalized above-market lease values of certain acquired properties. Accordingly, the Company determines, in its judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectible. The Company reviews deferred rent receivable, as it relates to straight line rents, on a quarterly basis and takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectibility of deferred rent with respect to any given tenant is in doubt, the Company records an increase in the allowance for uncollectible accounts or records a direct write-off of the specific rent receivable, which would have an adverse effect on the net income for the year in which the reserve is increased or the direct write-off is recorded and would decrease total assets and stockholders’ equity. No such reserves have been recorded as of ~~June~~September 30, 2006.

Rental payments for two of the Company’s leases, where the rental payments under the leases were based on annual increases in the CPI index, with a provision that required minimum annual rental increases and maximum annual rental increases, were not originally straight lined at the time the leases were put into place. Upon further review of SFAS No. 13, “Accounting for Leases,” it was determined that since the rents will increase by a minimum amount per year, that the rental income should be straight lined over the life of the leases assuming the minimum increase pursuant to SFAS 13. The Company made a cumulative adjusting entry in June of 2006 of approximately $179,000, approximately $123,000 of which related to 2005, which management has deemed immaterial to the year ended December 31, 2005.

Management considers its loans and other lending investments to be held-for-investment. The Company reflects held-for-investment investments at amortized cost less allowance for loan losses, acquisition premiums or discounts, deferred loan fees and undisbursed loan funds. On occasion, the Company may acquire loans at small premiums or discounts based on the credit characteristics of such loans. These premiums or discounts are recognized as yield adjustments over the lives of the related loans. Loan origination or exit fees, as well as direct loan origination costs, are also deferred and recognized over the lives of the related loans as yield adjustments. If loans with premiums, discounts, loan origination or exit fees are prepaid, the Company immediately recognizes the unamortized portion as a decrease or increase in the prepayment gain or loss. Interest income is recognized using the effective interest method applied on a loan-by-loan basis. Prepayment penalties or yield maintenance payments from borrowers are recognized as additional income when received.

granted, modified, or settled in cash for annual periods beginning after June 15, 2005. The Company adopted SFAS No. 123(R) on January 1, 2006 using the modified prospective approach. Under the modified prospective approach, stock-based compensation expense was recorded for the unvested portion of previously issued awards that remained outstanding at January 1, 2006 using the same estimate of the grant date fair value and the same attribution method used to determine the pro forma disclosure under SFAS No. 123. SFAS No. 123(R) also requires that all share-based payments to employees after January 1, 2006, including employee stock options, be recognized in the financial statements as stock-based compensation expense based on the fair value on the date of grant.

In October of 2005, the FASB released FASB Staff Position No. FAS 123(R)-2 (“FSP FAS No. 123(R)-2”), “Practical Accommodation to the Application of Grant Date as Defined in FASB Statement No. 123(R).”FSP FAS No. 123(R)-2 provides guidance on the application of grant date as defined in SFAS No. 123(R).The FASB addresses the notion of “mutual understanding,” specifically that a mutual understanding shall be presumed to exist at the date the award is approved in accordance with the relevant corporate governance requirements if the award is a unilateral grant and therefore the recipient does not have the ability to negotiate the terms and conditions of the award with the employer and the key terms and conditions of the award are expected to be communicated to an individual recipient within a relatively short time period for the date of approval. The Company applied FSP FAS No. 123(R)-2 in conjunction with the adoption of SFAS No. 123(R) on January 1, 2006.

Income taxes

The Company has operated and intends to continue to operate in a manner that will allow it to qualify as a REIT under the Internal Revenue Code of 1986, as amended, and accordingly will not be subject to Federal income taxes on amounts distributed to stockholders (except income from foreclosure property), provided it distributes at least 90% of its real estate investment trust taxable income to its stockholders and meets certain other conditions. To the extent that the Company satisfies the distribution requirement but distributes less than 100% of its taxable income, the Company will be subject to federal corporate income tax on its undistributed income. Because the Company is not able to deduct any of its unrealized losses on the translation of assets and liabilities in a foreign currency for tax purposes, the Company must distribute these amounts to its stockholders or the Company would be subject to federal and state corporate income tax on the amounts of these losses.

Commercial Advisers is a wholly-owned TRS that is subject to federal and state income taxes. The Company accounts for such income taxes in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, the Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

In July of 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109.” This Interpretation provides guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return, and provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition of tax positions. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is currently ~~assessing~~evaluating the impact of the ~~Interpretation on its financial statements.~~Interpretation.

As discussed in Note 10, the Company’s operations are derived from two operating segments, one segment purchases real estate (land, buildings and other improvements), which is simultaneously leased to existing users and the other segment originates mortgage loans and collects principal and interest payments.

Foreign Currency Transactions

The Company purchased two properties in Canada in October of 2004. These properties were classified as held for sale as of June 30, 2006, ~~thus all~~and were sold in July of 2006. All gains and losses from foreign currency transactions are reflected in discontinued operations in the Company’s Consolidated Financial Statements. Rental payments from these properties ~~are~~were received in Canadian dollars. In accordance with SFAS No. 52 “Foreign Currency Translation,” the rental revenue received iswas recorded using the exchange rate as of the transaction date, which is the first day of each month. If the rental payment iswas received on a date other than the transaction date, then a realized foreign currency gain or loss would be recorded on the financial statements. Straight line rent and any deferred rent asset or liability recorded in connection with monthly rental payments ~~are~~were also recorded using the exchange rate as of the transaction date. The Company was also ~~remits~~required to remit quarterly tax payments to Canada from amounts withheld from the tenants in the Canadian properties. Since these payments ~~are~~were received from the tenants on dates different then the remittance date to Canada, the tax payments also ~~result~~resulted in realized foreign currency gains and losses on the income statement. In addition to rental payments that are denominated in Canadian dollars, the Company also has a bank account in Canada and the long-term financings on the two Canadian properties were also issued in Canadian dollars. All cash, deferred rent assets and mortgage notes payable related to the Canadian properties are re-valued at each balance sheet date to reflect the current exchange rate. The gains or losses from the valuation of the cash isare recorded on the income statement as a realized gain or loss, and the valuation of the deferred rent assets and mortgage notes payable is recorded on the income statement as unrealized gains or losses on the translation of assets and ~~liabilities.~~liabilities, these unrealized losses became realized when the Canadian properties were sold in July 2006. A realized gain of $1,422,026 related to the sale of the Canadian properties was recognized for the three and nine months ended September 30, 2006. Realized foreign currency ~~gain~~losses of ~~$167~~$1,044 and ~~a realized foreign currency loss of $649~~$201,017 were recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2006, respectively, from the valuation of cash, tax payments made to the Canadian government, and the previously unrealized foreign currency losses associated with the valuation of the deferred rent assets and mortgage notes payable that became a realized foreign currency loss as of the date of sale. Realized foreign currency losses of ~~$2,590~~$340 and ~~$2,937~~$3,277 were recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2005, respectively. There were no unrealized foreign currency losses recorded for the three and nine months ended September 30, 2006. Unrealized foreign currency losses of ~~$211,939~~$224,229 and ~~$199,323~~$224,094 were recorded for the three and ~~six~~nine months ended ~~June 30, 2006, and an unrealized foreign currency loss of $120 and an unrealized foreign currency gain of $135 were recorded for the three and six months ended June~~September 30, 2005, respectively.

Asset retirement obligations

In March of 2005, the FASB issued Interpretation No. 47 “Accounting for Conditional Asset Retirement Obligations (“FIN 47”). FIN 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. FIN 47 clarifies that the term “Conditional Asset Retirement Obligation” refers to a legal obligation (pursuant to existing laws or by contract) to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The Company has accrued a liability and corresponding increase to the cost of the related properties of ~~$1,419,559,~~$1,604,416, approximately $728,000 of which related to properties acquired prior to 2006, for disposal related to all properties constructed prior to 1985 that have, or may have, asbestos present in the building. During the three and ~~six~~nine months ended ~~June~~September 30, 2006, the Company recorded ~~$26,430~~$30,619 and ~~$81,573,~~$112,192, respectively, of expense, including discontinued operations, related to the cumulative accretion of the obligation from the Company’s acquisition of the related properties through ~~June~~September 30, 2006. The Company adopted FIN 47 as of December 31, 2005, but did not record the liability and the related cumulative effect as of December 31, 2005 because the Company deemed the impact of its initial estimates immaterial and worked to further refine these estimates.

Real estate held for sale and discontinued operations

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” requires that the results of operations of any properties which have been sold, or are held for sale, be presented as discontinued operations in the Company’s Consolidated Financial Statements in both current and prior periods presented.

Income items related to held for sale properties are listed separately on the Company’s Consolidated Income Statement. Real estate assets held for sale are measured at the lower of the carrying amount or the fair value less the cost to sell, and are listed separately on the Company’s Consolidated Balance Sheet for the current period. Once properties are listed as held for sale, no further depreciation is recorded.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain amounts from prior years’ financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income or stockholders’ equity.

2. Management Advisory Fee

The Company has no employees, and all of the Company’s operations are managed by the Company’s Adviser pursuant to an advisory agreement. Pursuant to the advisory agreement, the Adviser is responsible for managing the Company on a day-to-day basis and for identifying, evaluating, negotiating and consummating investment transactions consistent with the Company’s criteria. In exchange for such services, the Company pays the Adviser a management advisory fee, which consists of the reimbursement of certain expenses of the Adviser. The Company reimburses the Adviser for its pro-rata share of the payroll and related benefit expenses on an employee-by-employee basis, based on the percentage of each employee’s time devoted to Company matters. The Company also reimburses the Adviser for general overhead expenses multiplied by the ratio of hours worked by the Adviser’s employees on Company matters to the total hours worked by the Adviser’s employees.

The Company compensates its Adviser through reimbursement of its portion of the Adviser’s payroll, benefits and general overhead expenses. This reimbursement is generally subject to a combined annual management fee limitation of 2.0% of the Company’s average invested assets for the year, with certain exceptions. Reimbursement for overhead expenses is only required up to the point that reimbursed overhead expenses and payroll and benefits expenses, on a combined basis, equal 2.0% of the Company’s average invested assets for the year, and general overhead expenses are required to be reimbursed only if the amount of payroll and benefits reimbursed to the Adviser is less than 2.0% of its average invested assets for the year. However, payroll and benefits expenses are required to be reimbursed by the Company to the extent that they exceed the overall 2.0% annual management fee limitation. To the extent that overhead expenses payable or reimbursable by the Company exceed this limit and the Company’s independent directors determine that the excess expenses were justified based on unusual and nonrecurring factors which they deem sufficient, the Company may reimburse the Adviser in future years for the full amount of the excess expenses, or any portion thereof, but only to the extent that the reimbursement would not cause the Company’s overhead expense reimbursements to exceed the 2.0% limitation in any year. To date, the advisory fee has not exceeded the annual cap.

For the three and ~~six~~nine months ended ~~June~~September 30, 2006, the Company incurred approximately ~~$720,000~~$657,000 and ~~$1,372,000,~~$2,029,000, respectively, in management advisory fees. For the three and ~~six~~nine months ended ~~June~~September 30, 2005, the Company incurred approximately ~~$484,000~~$609,000 and ~~$956,000,~~$1,565,000, respectively, in management advisory fees. Approximately ~~$177,000~~$210,000 and $164,000 was unpaid at ~~June~~September 30, 2006 and December 31, 2005, respectively.

Company accelerated in full the vesting of all outstanding options under the 2003 Plan, resulting in the acceleration of 35,000 unvested options. Also on July 12, 2006, the Company filed a Schedule TO and related documentation with the Securities and Exchange Commission, which described an offer to all executive officers and directors and the employees of the Adviser who held stock options to accelerate the expiration date of all of their outstanding options under the 2003 Plan to December 31, 2006 (as amended, the “Offer”). The Offer was conditional upon its acceptance by all option holders on or before its expiration on August 31, 2006, and all option holders accepted the Offer prior to that date. As of September 30, 2006, all outstanding options under the 2003 Plan were amended to expire on December 31, 2006. The Company intends to terminate the 2003 Plan on December 31, 2006. Following the expiration of any unexercised options and the termination of the 2003 Plan, the Company intends to implement the Amended Advisory Agreement and Administration Agreement on January 1, 2007. The current investment advisory agreement with ~~Gladstone Management~~the Adviser will continue in effect until these new agreements become effective.

3. Stock Options

Effective January 1, 2006, the Company adopted the provisions of FASB Statement No. 123(R), “Share-Based Payment,” for its stock-based compensation plans. The Company previously accounted for these plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations and disclosure requirements established by SFAS No. 123, “Accounting for Stock-Based Compensation.” In this regard, these options have been granted to individuals who are the Company’s officers, and who would qualify as leased employees under FASB Interpretation No. 44 (“FIN 44”), “Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25.”

Under APB 25, no expense was recorded in the income statement for the Company’s stock options. The pro forma effects on income for stock options were instead disclosed in a footnote to the financial statements. Under SFAS No. 123(R), all share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense in the income statement over an employee’s requisite service period.

Weighted Average
Shares Exercise Price
Options outstanding at December 31, 2005, of which 744,250 shares are exercisable 916,000 $ 15.39

Granted — $ —
Exercised (144,972 ) $ 15.95
Forfeited — $ —
Options outstanding at June 30, 2006, 771,028 $ 15.30

Options exercisable at June 30, 2006 740,028 $ 15.29

The following table is a summary of all notes issued to employees of the Adviser for the exercise of stock options:


	Number of		Strike Price of		Amount of						Number of		Strike Price of		Amount of
	Options		Options		Promissory			Interest Rate			Options		Options		Promissory			Interest Rate
Date Issued	Exercised		Exercised		Note		Term of Note	on Note			Exercised		Exercised		Note		Term of Note	on Note
Sep-04		25,000	$	15.00	$	375,000	9 years		5.0	%		25,000	$	15.00	$	375,000	9 years		5.00	%

May-05		5,000	$	15.00	$	75,000	9 years		6.0	%		5,000	$	15.00	$	75,000	9 years		6.00	%

Apr-06		25,000	$	15.00	$	375,000	5 years		7.77	%		25,000	$	15.00	$	375,000	5 years		7.77	%

Apr-06		12,422	$	16.10	$	199,994	9 years		7.77	%		12,422	$	16.10	$	199,994	9 years		7.77	%
May-06		50,000	$	16.85	$	842,500	10 years		7.87	%		50,000	$	16.85	$	842,500	10 years		7.87	%
May-06		15,000	$	16.10	$	241,500	10 years		7.87	%		15,000	$	16.10	$	241,500	10 years		7.87	%
May-06		2,500	$	16.01	$	40,000	10 years		7.87	%		2,500	$	16.01	$	40,000	10 years		7.87	%
May-06		2,000	$	16.10	$	32,200	10 years		7.87	%		2,000	$	16.10	$	32,200	10 years		7.87	%
May-06		2,000	$	16.10	$	32,200	10 years		7.87	%		2,000	$	16.10	$	32,200	10 years		7.87	%
May-06		2,000	$	16.68	$	33,360	10 years		7.87	%		2,000	$	16.68	$	33,360	10 years		7.87	%
May-06		2,000	$	15.00	$	30,000	10 years		7.87	%		2,000	$	15.00	$	30,000	10 years		7.87	%

		142,922			$	2,276,754						142,922			$	2,276,754

5. Real Estate

A summary of the 3538 properties held by the Company as of ~~June~~September 30, 2006 is as follows:


Date Acquired	Location	Square Footage		Property Description	Net Real Estate		Location	Square Footage		Property Description	Net Real Estate
Dec-03	Raleigh, North Carolina		58,926	Office	$	4,916,551	Raleigh, North Carolina		58,926	Office	$	4,864,590
Jan-04	Canton, Ohio		54,018	Office and Warehouse		3,056,003	Canton, Ohio		54,018	Office and Warehouse		3,033,997
Apr-04	Akron, Ohio		83,891	Office and Laboratory		8,370,188	Akron, Ohio		83,891	Office and Laboratory		8,326,162
Jun-04	Charlotte, North Carolina		64,500	Office		8,782,430	Charlotte, North Carolina		64,500	Office		8,727,250
Jul-04	Canton, North Carolina		228,000	Commercial and Manufacturing		4,943,810	Canton, North Carolina		228,000	Commercial and Manufacturing		4,911,438

Aug-04	Snyder Township, Pennsylvania		290,000	Commercial and Warehouse		6,347,035	Snyder Township, Pennsylvania		290,000	Commercial and Warehouse		6,314,217
Aug-04	Lexington, North Carolina		154,000	Commercial and Warehouse		2,859,668	Lexington, North Carolina		154,000	Commercial and Warehouse		2,846,120
Sep-04	Austin, Texas		51,993	Flexible Office		7,032,889	Austin, Texas		51,993	Flexible Office		7,015,299
Oct-04	Norfolk, Virginia		25,797	Commercial and Manufacturing		914,565	Norfolk, Virginia		25,797	Commercial and Manufacturing		909,711
Oct-04	Mt. Pocono, Pennsylvania		223,275	Commercial and Manufacturing		5,927,688	Mt. Pocono, Pennsylvania		223,275	Commercial and Manufacturing		5,889,715
Feb-05	San Antonio, Texas		60,245	Flexible Office		8,019,616	San Antonio, Texas		60,245	Flexible Office		7,956,087
Feb-05	Columbus, Ohio		39,000	Industrial		2,707,976	Columbus, Ohio		39,000	Industrial		2,692,599
Apr-05	Big Flats, New York		120,000	Industrial		6,559,876	Big Flats, New York		120,000	Industrial		6,518,254
May-05	Wichita, Kansas		69,287	Office		10,970,638	Wichita, Kansas		69,287	Office		10,906,369
May-05	Arlington, Texas		64,000	Warehouse and Bakery		4,000,920	Arlington, Texas		64,000	Warehouse and Bakery		3,976,955
Jun-05	Dayton, Ohio		59,894	Office		2,424,435	Dayton, Ohio		59,894	Office		2,406,170
Jul-05	Eatontown, New Jersey		30,268	Office		4,762,606	Eatontown, New Jersey		30,268	Office		4,742,162
Jul-05	Franklin Township, New Jersey		183,000	Office and Warehouse		7,586,107	Franklin Township, New Jersey		183,000	Office and Warehouse		7,640,481
Jul-05	Duncan, South Carolina		278,020	Office and Manufacturing		15,161,562	Duncan, South Carolina		278,020	Office and Manufacturing		15,068,285
Aug-05	Hazelwood, Missouri		51,155	Office and Warehouse		3,044,794	Hazelwood, Missouri		51,155	Office and Warehouse		3,029,121
Sep-05	Angola, Indiana		52,080	Industrial		1,159,561	Angola, Indiana		52,080	Industrial		1,153,041
Sep-05	Angola, Indiana		50,000	Industrial		1,159,561	Angola, Indiana		50,000	Industrial		1,153,041
Sep-05	Rock Falls, Illinois		52,000	Industrial		1,159,561	Rock Falls, Illinois		52,000	Industrial		1,153,042
Oct-05	Newburyport, Massachusetts		70,598	Industrial		7,050,070	Newburyport, Massachusetts		70,598	Industrial		7,008,103
Oct-05	Clintonville, Wisconsin		291,142	Industrial		4,688,772	Clintonville, Wisconsin		291,142	Industrial		4,657,650
Dec-05	Maple Heights, Ohio		347,218	Industrial		11,787,924	Maple Heights, Ohio		347,218	Industrial		11,467,618
Dec-05	Richmond, Virginia		42,213	Office		6,033,519	Richmond, Virginia		42,213	Office		5,996,116
Dec-05	Toledo, Ohio		23,368	Office		3,070,947	Toledo, Ohio		23,368	Office		3,048,960
Feb-06	South Hadley, Massachusetts		150,000	Industrial		3,182,498	South Hadley, Massachusetts		150,000	Industrial		3,191,562
Feb-06	Champaign, Illinois		108,262	Office		14,348,274	Champaign, Illinois		108,262	Office		14,269,900
Feb-06	Roseville, Minnesota		359,540	Office		27,594,693	Roseville, Minnesota		359,540	Office		27,396,979
May-06	Burnsville, Minnesota		114,100	Office		12,221,874	Burnsville, Minnesota		114,100	Office		12,140,106
Jun-06	Menomonee Falls, Wisconsin		125,692	Industrial		7,526,516	Menomonee Falls, Wisconsin		125,692	Industrial		7,490,306

	Real estate, net		3,975,482			219,373,127

Oct-04	Granby, Quebec		99,981	Commercial and Manufacturing		3,007,864
Oct-04	Montreal, Quebec		42,490	Commercial and Manufacturing		1,807,220
Jul-06							Baytown, Texas		12,000	Office		2,643,057
Sep-06							Sterling Heights, Michigan		532,869	Industrial		11,311,244
Sep-06							Birmingham, Alabama		63,514	Industrial		1,572,727
Sep-06							Montgomery, Alabama		29,472	Industrial		1,572,727
Sep-06							Columbia, Missouri		16,275	Industrial		1,572,727

	Real estate held for sale, net		142,471			4,815,084
	Total real estate, net		4,117,953		$	224,188,211	Total real estate, net		4,629,612		$	236,573,888

On February 21, 2006, the Company acquired four office buildings located in the same business park in Champaign, Illinois, from a single seller totaling 108,262 square feet. The Company acquired the four properties for approximately $15.1 million, including transaction costs, which was funded by a combination of borrowings from the existing line of credit, and the assumption of approximately $10.0 million of financing on the property. At closing, the Company was assigned the previously existing triple net leases with the sole tenant, which had remaining terms ranging from five to ~~six~~nine years at the time of assignment, and the tenant has options to extend each lease for additional periods of three years each. The leases provide for annual rents of approximately $1.3 million in 2007.

On February 21, 2006, the Company acquired a 359,540 square foot office building in Roseville, Minnesota for approximately $30.0 million, including transaction costs, which was funded by a combination of borrowings from the existing line of credit, and the assumption of approximately $20.0 million of financing on the property. At closing, the Company was assigned the previously existing triple net lease with the sole tenant, which had a remaining term of approximately seven years at the time of assignment, and the tenant has one option to extend the lease for an additional period of five years. The lease provides for annual rents of approximately $2.4 million in 2007, with prescribed escalations thereafter.

On May 10, 2006, the Company acquired ana 114,100 square foot office building in Burnsville, Minnesota for approximately $14.1 million, including transaction costs, which was funded using borrowings from the Company’s line of credit. At closing, the Company was assigned the previously existing triple net lease with the sole tenant, which had a remaining term of approximately four years, and concurrently with the closing the tenant exercised its first renewal option for an additional five years to the original lease term. The tenant also has two remaining options to extend the lease for an additional period of five years each. The lease provides for annual rents of approximately $1.2 million in 2007, with prescribed escalations thereafter.

On June 30, 2006, the Company acquired ana 125,692 square foot office building in Menomonee Falls, Wisconsin for approximately $8.0 million, including transaction costs, which was funded using borrowings from the Company’s line of credit. At closing, the Company extended a ten year triple net lease with the sole tenant, and the tenant has three options to extend the lease for additional periods of ten years each. The lease provides for annual rents of approximately $0.7 million in 2007, with prescribed escalations thereafter.

On July 13, 2006, the Company acquired a 12,000 square foot office building in Baytown, Texas for approximately $2.8 million, including transaction costs, which was funded using borrowings from the Company’s line of credit. At closing, the Company was assigned the previously existing triple net lease with the sole tenant, which had a remaining term of approximately seven years. The tenant has two options to extend the lease for additional periods of five years each. The lease provides for annual rents of approximately $0.2 million in 2007, with prescribed escalations thereafter.

On September 22, 2006, the Company conducted a foreclosure sale and was the successful bidder at such sale on a 532,869 square foot office and industrial building in Sterling Heights, Michigan. When the Company was determined to be the highest bidder, the mortgage loan was deemed to be satisfied to the extent of such bid. The Company obtained an independent appraisal on the security which indicated a fair value in excess of the outstanding principal balance and accrued, non-default interest due under the mortgage loan at the time of default. As a result of the fair value indicated in the appraisal, the Company determined that the loan was not impaired and a writedown was not necessary. The Company accounted for the asset received as if the assets had been acquired for cash and recorded the real estate asset at approximately $11.3 million, which equaled the outstanding principal balance and accrued, non-default interest due under the mortgage loan to the Company at that time. Under Michigan law, the borrower had six months from the date of foreclosure to redeem ownership of the property in exchange for payment of the bid amount plus certain other expenditures. As part of the resolution of the Company’s claims against the borrower and tenant, the borrower formally waived its right of redemption and permitted the Company to take immediate control of the property so that it could be re-rented.

1920

On September 29, 2006, the Company acquired three separate properties from a single seller: a 63,514 square foot industrial building in Birmingham, Alabama; a 29,472 square foot industrial building located in Montgomery, Alabama; and a 16,275 square foot industrial building located in Columbia, Missouri. These three properties were acquired for an aggregate cost to the Company of approximately $4.9 million, including transaction costs, and the purchase was funded using borrowings from the Company’s line of credit. Upon acquisition of the properties, the Company extended a ten year triple net lease with the tenant of each building, with four options to extend the lease for additional periods of five years each. The lease provides for annual rents of approximately $0.4 million in 2006, with prescribed escalations thereafter.

In accordance with SFAS No. 141, “Business Combinations,” the Company allocated the purchase price of the properties acquired during the ~~six~~nine months ended ~~June~~September 30, 2006 as follows:


					Tenant						Customer		Below Market			Total Purchase						Tenant						Customer		Below Market			Total Purchase
	Land		Building		Improvements		In-place leases		Leasing Costs		relationships		Rents			Price		Land		Building		Improvements		In-place leases		Leasing Costs		relationships		Rents			Price
South Hadley, Massachusetts	$	470,636	$	2,738,511	$	—	$	225,959	$	46,710	$	183,052	$	—		$	3,664,868	$	470,636	$	2,543,800	$	—	$	225,959	$	46,710	$	183,052	$	—		$	3,470,157
Champaign, Illinois		3,645,770		10,589,003		225,367		838,387		165,893		869,041		(1,223,286	)		15,110,175		3,645,770		10,589,003		225,367		838,387		165,893		869,041		(1,223,286	)		15,110,175
Roseville, Minnesota		2,587,757		24,107,863		1,182,263		2,448,286		491,342		2,881,122		(3,473,624	)		30,225,009		2,587,757		23,623,407		1,182,263		2,448,286		491,342		2,881,122		(3,473,624	)		29,740,553
Burnsville, Minnesota		3,510,711		7,882,749		863,658		463,237		316,043		1,126,538		—			14,162,936		3,510,711		7,827,812		863,658		463,237		316,043		1,126,538		—			14,107,999
Menomonee Falls, Wisconsin		624,700		6,861,786		40,030		138,320		1,154		379,284		—			8,045,274		624,700		6,870,586		40,030		138,320		1,154		379,284		—			8,054,074
Baytown, Texas																			221,314		2,356,986		80,483		—		54,277		100,949		—			2,814,009
Sterling Heights, Michigan																			2,734,887		8,581,887													11,316,774
Birmingham, Alabama;
Montgomery Alabama;
Columbia, Missouri																			1,005,450		3,633,074		39,268		74,985		2,900		209,165		—			4,964,842

	$	10,839,574	$	52,179,912	$	2,311,318	$	4,114,189	$	1,021,142	$	5,439,037	$	(4,696,910	)	$	71,208,262	$	14,801,225	$	66,026,555	$	2,431,069	$	4,189,174	$	1,078,319	$	5,749,151	$	(4,696,910	)	$	89,578,583

For the three For the three For the six For the six
months ended months ended months ended months ended
June 30, 2006 June 30, 2005 June 30, 2006 June 30, 2005
Operating revenue $ 157,112 $ 143,010 $ 311,523 $ 286,420

Operating expense 2,856 6,715 19,313 10,349

Interest expense 66,281 — 130,657 —

Depreciation expense 16,760 32,510 52,300 64,971

Realized and unrealized gains (losses) on foregin currency transactions (211,772 ) (2,711 ) (199,972 ) (2,803 )

Income (loss) from discontinued operations $ (140,557 ) $ 101,074 $ (90,719 ) $ 208,297

~~The table below summarizes the components of the assets and liabilities held for sale reflected on the Consolidated Balance Sheet:~~

June 30, 2006
Real estate, net $ 4,815,086
Lease intangibles, net 422,460
Prepaid expenses 11,024
Deferred rent receivable 75,606
Deferred financing costs, net 134,231

Real estate and related assets held for sale, net $ 5,458,407

Mortgage notes payable related to assets held for sale $ 4,797,876

Accounts payable and accrued expenses 107,610
Asset retirement obligation liability 90,771

Accounts payable and other liabilities related to assets held for sale $ 198,381


	For the three			For the three			For the nine			For the nine
	months ended			months ended			months ended			months ended
	September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005
Operating revenue	$	31,106		$	146,017		$	342,629		$	432,436

Operating expense		6,815			12,016			22,708			20,050

Taxes & Licenses		319,753			448			323,172			2,765

Interest expense		13,059			30,539			143,716			30,539

Depreciation expense		—			32,510			52,300			97,480

Gain on sale of real estate		1,422,026			—			1,422,026			—
Realized and unrealized gains (losses) on foregin currency transactions		(1,044	)		(224,569	)		(201,017	)		(227,371	)

Income (loss) from discontinued operations	$	1,112,461		$	(154,065	)	$	1,021,742		$	54,231

7. Mortgage ~~Notes~~Note Receivable

On February 18, 2004, the Company originated a promissory mortgage note in the amount of $11,170,000 collateralized by property in Sterling Heights, Michigan. The note was issued from a portion of the net proceeds of the Company’s initial public offering of common stock. The note accrues interest at the greater of 11% per year or the one month LIBOR rate plus 5% per year, and is for a period of 10 years maturing on February 18, 2014. At June 30, 2006, the outstanding balance of the note was $10,981,073.

On April 15, 2005, the Company originated a mortgage loan in the amount of $10.0 million collateralized by an office building in McLean, Virginia, where the Company’s Adviser is ~~a subtenant~~one of the subtenants in the building. The loan was funded using a portion of the net proceeds from the Company’s initial public offering. This 12 year mortgage loan accrues interest at the greater of 7.5% per year or the one month LIBOR rate plus 6.0% per year, with a ceiling of 10.0%. The mortgage loan is interest only for the first nine years of the term, with payments of principal commencing after the initial period. The balance of the principal and all interest remaining is due at the end of the 12 year term.

In August 2006, the Company ceased accruing revenues on its mortgage loan secured by an industrial property in Sterling Heights, Michigan, placed the borrower in default and began pursuing available remedies under its mortgage, including instituting foreclosure proceedings on the property. The Company obtained an independent appraisal on the security which indicated a fair value in excess of the outstanding principal balance and accrued, non-default interest due under the mortgage loan at the time of default. As a result of the fair value indicated in the appraisal, the Company determined that the loan was not impaired and a writedown was not necessary. At the foreclosure sale on September 22, 2006, the Company was the successful bidder. When the Company was determined to be the highest bidder, the mortgage loan was deemed to be satisfied to the extent of the Company’s bid. The Company accounted for the asset received as if the assets had been acquired for cash and recorded the real estate asset at approximately $11.3 million, which equaled the outstanding principal balance and accrued, non-default interest due under the mortgage loan to the Company at that time. Under Michigan law, the borrower had six months from the date of foreclosure to redeem ownership of the property in exchange for payment of the bid amount plus certain other expenditures. As part of the resolution of the Company’s claims against the borrower and tenant, the borrower formally waived its right of redemption and permitted the Company to take immediate control of the property so that it could be re-rented.

2122

9. Stockholders’ Equity

The following table summarizes the changes in stockholders’ equity for the ~~six~~nine months ended ~~June~~September 30, 2006:


								Notes			Distributions in													Notes			Distributions in
					Capital in			Receivable			Excess of			Total							Capital in			Receivable			Excess of			Total
	Common		Preferred		Excess of			From Sale of			Accumulated			Stockholders’			Common		Preferred		Excess of			From Sale of			Accumulated			Stockholders’
	Stock		Stock		Par Value			Common Stock			Earnings			Equity			Stock		Stock		Par Value			Common Stock			Earnings			Equity
Balance at December 31, 2005	$	7,672	$	—	$	105,502,544		$	(432,282	)	$	(6,129,398	)	$	98,948,536		$	7,672	$	—	$	105,502,544		$	(432,282	)	$	(6,129,398	)	$	98,948,536

Issuance of Common Stock Under Stock Option Plan		145		—		2,311,621			(1,826,754	)		—			485,012
Issuance of Common Stock
Under Stock Option Plan																		179		—		2,861,222			(1,826,754	)		—			1,034,648

Issuance of Preferred Stock		—		1,000		24,999,000			—			—			25,000,000			—		1,000		24,999,000			—			—			25,000,000

Public Offering Costs		—		—		(1,302,006	)		—			—			(1,302,006	)		—		—		(1,308,496	)		—			—			(1,308,496	)

Stock Options		—		—		79,818			—			—			79,818			—		—		394,411			—			—			394,411

Distributions Declared to Common and Preferred Stockholders		—		—		—			—			(6,390,679	)		(6,390,679	)		—		—		—			—			(9,690,707	)		(9,690,708	)

Net income		—		—		—			—			1,699,565			1,699,565			—		—		—			—			3,476,978			3,476,978

Balance at June 30, 2006	$	7,817	$	1,000	$	131,590,977		$	(2,259,036	)	$	(10,820,512	)	$	118,520,246

Balance at September 30, 2006																	$	7,851	$	1,000	$	132,448,681		$	(2,259,036	)	$	(12,343,127	)	$	117,855,369


	As of and for the three months ended June 30, 2006											As of and for the six months ended June 30, 2006											As of and for the three months ended September 30, 2006											As of and for the nine months ended September 30, 2006
				Real Estate								Real Estate			Real Estate											Real Estate								Real Estate			Real Estate
	Real Estate Leasing			Lending		Other			Total			Leasing			Lending		Other			Total			Real Estate Leasing			Lending		Other			Total			Leasing			Lending		Other			Total
Operating revenues	$	6,071,628		$	558,434	$	—		$	6,630,062		$	10,944,326		$	1,111,346	$	—		$	12,055,672		$	6,257,647		$	478,329	$	—		$	6,735,976		$	17,201,975		$	1,589,675	$	—		$	18,791,650
Operating expenses		(2,128,321	)		—		(1,395,497	)		(3,523,818	)		(4,025,123	)		—		(2,521,697	)		(6,546,820	)		(2,218,071	)		—		(1,402,078	)		(3,620,149	)		(6,243,187	)		—		(3,923,790	)		(10,166,977	)
Other income (loss)		—			—		(2,112,922	)		(2,112,922	)		—			—		(3,718,568	)		(3,718,568	)		—			—		(2,450,869	)		(2,450,869	)		—			—		(6,169,437	)		(6,169,437	)
Discontinued operations		(140,557	)		—		—			(140,557	)		(90,719	)		—		—			(90,719	)		1,112,461			—		—			1,112,461			1,021,742			—		—			1,021,742

Net income (loss)	$	3,802,750		$	558,434	$	(3,508,419	)	$	852,765		$	6,828,484		$	1,111,346	$	(6,240,265	)	$	1,699,565		$	5,152,037		$	478,329	$	(3,852,947	)	$	1,777,419		$	11,980,530		$	1,589,675	$	(10,093,227	)	$	3,476,978



Total Assets	$	254,177,059		$	21,048,213	$	6,685,499		$	281,910,771		$	254,177,059		$	21,048,213	$	6,685,499		$	281,910,771		$	265,894,348		$	10,000,000	$	5,608,132		$	281,502,480		$	265,894,348		$	10,000,000	$	5,608,132		$	281,502,480

On February 28, 2005, the Company entered into a line of credit agreement with a syndicate of banks led by Branch Banking & Trust Company. This line of credit initially provided the Company with up to $50 million of financing. The Company amended the line of credit on June 29, 2006 to increase the maximum availability under the line from $50 million to $75 million. The line of credit matures on February 28, 2008. The interest rate charged on the advances under the facility is based on the London Interbank Offered Rate (“LIBOR”), the prime rate or the federal funds rate, depending on market conditions, and adjusts periodically. The unused portion of the line of credit is subject to a fee of 0.25% per year. The Company’s ability to access this funding source is subject to the Company continuing to meet customary lending requirements such as compliance with financial and operating covenants and meeting certain lending limits. One of these financial covenants limits ~~and,~~the amount the Company can pay out, on a quarterly basis, to no more than 95% of its funds from operations as ~~of June~~dividends to its stockholders. For the quarter ended September 30, 2006, the Company’s dividend payout exceeded this threshold, although the Company received a waiver for this requirement with respect to the quarter ended September 30, 2006, and was required to pay a waiver fee of $75,000. If the Company is not in compliance with this covenant as of December 31, 2006, the Company will likely seek another waiver of such compliance or seek to refinance the credit facility. In such case, if the Company’s lenders are unwilling to grant us a waiver on terms the Company believes are reasonable or at all, ~~financial~~ and ~~operating covenants. For example,~~if the Company is unable to secure an alternative credit facility, the Company may be in default on its credit facility as ~~is customary with such line~~ of ~~credit facilities, the~~December 31, 2006. The maximum amount the Company may draw under this agreement is based on the percentage of the value of its properties meeting agreed-upon eligibility standards that the Company has pledged as collateral to the banks. As the Company arranges for long-term mortgages for these properties, the banks will release the properties from the line of credit and reduce the availability under the line of credit by the advanced amount of the removed property. Conversely, as the Company purchases new properties meeting the eligibility standards, the Company may pledge these new properties to obtain additional advances under this agreement. The Company may use the advances under the line of credit for both general corporate purposes and the acquisition of new investments. As of ~~June~~September 30, 2006 and December 31, 2005, there was ~~$29.7~~$35.7 million and $43.6 million outstanding under the line of credit at an interest rate of ~~7.38%~~7.58% and 6.31% per year, respectively.


	For the three			For the three			For the six			For the six			For the three			For the three			For the nine			For the nine
	months ended			months ended			months ended			months ended			months ended			months ended			months ended			months ended
	June 30, 2006			June 30, 2005			June 30, 2006			June 30, 2005			September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005
Operating Data:
Total operating revenue	$	6,939,739		$	4,295,559		$	13,289,438		$	7,700,860		$	6,861,173		$	5,823,778		$	20,600,619		$	14,095,386
Total operating expenses		(3,626,864	)		(2,472,309	)		(7,179,564	)		(5,058,368	)		(3,669,060	)		(3,280,062	)		(11,031,591	)		(8,564,678	)
Other expense		(2,112,922	)		(236,375	)		(3,718,568	)		(173,388	)		(2,450,869	)		(849,582	)		(6,169,437	)		(1,022,970	)

Income from continuing operations		1,199,953			1,586,875			2,391,306			2,469,104			741,244			1,694,134			3,399,591			4,507,738
Discontinued Operations		(140,577	)		101,074			(90,719	)		208,297			1,112,461			(154,065	)		1,021,740			54,231

Net income	$	1,059,376		$	1,687,949		$	2,300,587		$	2,677,401		$	1,853,705		$	1,540,069		$	4,421,331		$	4,561,969


Share and Per Share Data:

Basic net income	$	0.14		$	0.22		$	0.30		$	0.35		$	0.24		$	0.20		$	0.57		$	0.59
Diluted net income	$	0.13		$	0.22		$	0.29		$	0.35		$	0.23		$	0.20		$	0.56		$	0.59
Weighted average shares outstanding-basic		7,762,503			7,669,802			7,717,501			7,668,409			7,820,376			7,672,000			7,752,170			7,669,619
Weighted average shares outstanding-diluted		7,911,871			7,692,639			7,858,146			7,715,100			7,981,071			7,725,667			7,896,860			7,718,441

On October 18, 2006, the ~~Company’s Board~~Company completed the public offering of ~~Directors approved an offer to current stock option holders to amend the terms~~1,150,000 shares of ~~all outstanding stock options~~7.5% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), par value $0.001 per share, at a price of $25.00 per share, under the Company’s ~~2003 Equity Incentive Plan~~shelf registration statement on Form S-3, and pursuant to ~~accelerate~~ the ~~contractual expiration date of these options to December 31,~~terms set forth in a prospectus dated October 24, 2005, as supplemented by a final prospectus supplement dated October 18, 2006. The ~~offer is conditioned upon~~shares sold in the ~~acceptance~~offering included the full exercise of a 150,000 share over-allotment option by ~~100%~~the underwriters. The Series B Preferred Stock may be redeemed at a liquidation preference in the amount of $25.00 per share plus any unpaid dividends at the election of the ~~current stock option holders. If the offer is accepted by 100%~~Company on or after October 31, 2011. These securities have no stated maturity, sinking fund or mandatory redemption and are not convertible into any other securities of the ~~current stock option holders, then, effective January 1, 2007,~~Company. The closing of the ~~Company will implement the Proposed Agreement~~offering occurred on October 25, 2006, and the ~~Administration Agreement. The Company’s Board~~Series B Preferred Stock is traded on the NASDAQ Global Market under the trading symbol “GOODO.” Net proceeds of ~~Directors also accelerated in full~~ the ~~vesting of all~~offering, after underwriting discounts and offering expenses, were approximately $27.4 million and the net proceeds were used to repay outstanding ~~unvested options.~~

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-Q.

Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements made with respect to possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. Such forward-looking statements can generally be identified by the use of the words “may,” “will,” “intend,” “believe,” “expect,” “anticipate,” “estimate” or similar expressions. You should not place undue reliance on these forward-looking statements. Statements regarding the following subjects are forward-looking by their nature:

	•		our business strategy;

	•		pending transactions;

	•		our projected operating results;

	•		our ability to obtain future financing arrangements;

	•		estimates relating to our future distributions;

	•		our understanding of our competition;

	•		market trends;

	•		estimates of our future operating expenses, including payments to our ~~Adviser~~adviser under the terms of our advisory agreement;

	•		projected capital expenditures; and

	•		use of the proceeds of our credit facilities, mortgage notes payable, offerings of equity securities and other future capital resources, if any.

These statements involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, growth, performance, tax consequences or achievements to be materially different from any future results, levels of activity, growth, performance, tax consequences or achievements expressed or implied by such forward-looking statements.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Although we believe that these beliefs, assumptions and expectations are reasonable, we cannot guarantee future results, levels of activity, performance, growth or achievements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in or implied by our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common and preferred stock, along with the following factors that could cause actual results to vary from our forward-looking statements:

	•		the loss of any of our key employees, such as Mr. David Gladstone, our chairman and chief executive officer, Mr. Terry Lee Brubaker, our president and chief operating officer, or Mr. George Stelljes III, our executive vice president and chief investment officer;

	•		general volatility of the capital markets and the market price of our securities;

	•		risks associated with negotiation and consummation of pending and future transactions;

	•		changes in our business strategy;

	•		availability, terms and deployment of capital, including the ability to maintain and borrow under our existing credit facility, arrange for long-term mortgages on our properties; secure one or more additional long-term credit facilities, and to raise equity capital;

	•		availability of qualified personnel;

	•		changes in our industry, interest rates, exchange rates or the general economy; and

	•		the degree and nature of our competition.

We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

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Overview

We were incorporated under the General Corporation Laws of the State of Maryland on February 14, 2003 primarily for the purpose of investing in and owning net leased industrial and commercial real property and selectively making long-term industrial and commercial mortgage loans. Most of the portfolio of real estate we currently own is leased to a wide cross section of tenants ranging from small businesses to large public companies, many of which do not have publicly rated debt. We have in the past entered into, and intend in the future to enter into, purchase agreements for real estate having triple net leases with terms of approximately 10 to 15 years, with rental increases built into the leases. Under a triple net lease, the tenant is required to pay all operating, maintenance and insurance costs and real estate taxes with respect to the leased property. At ~~June~~September 30, 2006, we owned 3538 properties, and had 2one mortgage ~~loans~~loan outstanding. We are actively communicating with buyout funds, real estate brokers and other third parties to locate properties for potential acquisition or to provide mortgage financing in an effort to build our portfolio.

We conduct substantially all of our activities, including ownership of all of our properties, through Gladstone Commercial Limited Partnership, a Delaware limited partnership formed on May 28, 2003, which we refer to as our “Operating Partnership.” We control our Operating Partnership through our ownership of GCLP Business Trust II, a Massachusetts business trust, which is the general partner of our Operating Partnership, and through our ownership of GCLP Business Trust I, a Massachusetts business trust, which holds all of the limited partnership units of our Operating Partnership. We expect that our Operating Partnership may issue limited partnership units from time to time in exchange for industrial and commercial real property. By structuring our acquisitions in this manner, the sellers of the real estate will generally be able to defer the recognition of gains associated with the dispositions of their properties until they redeem the limited partnership units. Limited partners who hold limited partnership units in our Operating Partnership will be entitled to redeem their units for cash or, at our election, shares of our common stock on a one-for-one basis at any time. Whenever we issue ~~common~~ stock for cash, we are obligated to contribute the net proceeds we receive from the sale of the stock to our Operating Partnership, and our Operating Partnership is, in turn, obligated to issue an equivalent number of limited partnership units to us. Our Operating Partnership will distribute the income it generates from its operations to its partners, including GCLP Business Trust I and GCLP Business Trust II, both of which are beneficially owned by us, on a pro rata basis. We will, in turn, distribute the amounts we receive from our Operating Partnership to fund distributions to our stockholders in the form of monthly cash dividends. We have historically operated, and intend to continue to operate, so as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes, thereby generally avoiding federal income taxes on the distributions we make to our stockholders.

Gladstone Management Corporation, a registered investment adviser and an affiliate of ours, serves as our external adviser (our “Adviser”). Our Adviser is responsible for managing our business on a day-to-day basis and for identifying and making acquisitions and dispositions in accordance with our investment criteria.

Recent Events

Investments

On February 15, 2006, we acquired a 150,000 square foot industrial facility in South Hadley, Massachusetts for approximately $3.6 million, including transaction costs, which was funded using borrowings from our line of credit. At closing, we were assigned the previously existing triple net lease with the sole tenant, which had a remaining term of approximately four years at the time of assignment, and the tenant has one option to extend the lease for additional period of five years. The lease provides for annual rents of approximately $353,000 in 2007, with prescribed escalations thereafter.

On February 21, 2006, we acquired four office buildings located in the same business park in Champaign, Illinois, from a single seller totaling 108,262 square feet.

On February 21, 2006, we acquired a 359,540 square foot office building in Roseville, Minnesota for approximately $30.0 million, including transaction costs, which was funded by a combination of borrowings from our line of credit, and the assumption of approximately $20.0 million of financing on the property. At closing, we were assigned the previously existing triple net lease with the sole tenant, which had a remaining term of approximately seven years at the time of assignment, and the tenant has one option to extend the lease for an additional period of five years. The lease provides for annual rents of approximately $2.4 million in 2007, with prescribed escalations thereafter.

On May 10, 2006, we acquired an 114,100 square foot office building in Burnsville, Minnesota for approximately $14.1 million, including transaction costs, which was funded using borrowings from our line of credit. At closing, we were assigned the previously existing triple net lease with the sole tenant, which had a remaining term of approximately four years, and concurrently with the closing the tenant exercised its first renewal option for an additional five years to the original lease term. The tenant also has two remaining options to extend the lease for an additional period of five years each. The lease provides for annual rents of approximately $1.2 million in 2007, with prescribed escalations thereafter.

On June 30, 2006, we acquired a 125,692 square foot office building in Menomonee Falls, Wisconsin for approximately $8.0 million, including transaction costs, which was funded using borrowings from our line of credit. At closing, we extended a ten year triple net lease with the sole tenant, and the tenant has three options to extend the lease for additional periods of ten years each. The lease provides for annual rents of approximately $0.7 million in 2007, with prescribed escalations thereafter.

On July 13, 2006, we acquired a 12,000 square foot office building in Baytown, Texas for approximately $2.8 million, including transaction costs, which was funded using borrowings from our line of credit. At closing, we were assigned the previously existing triple net lease with the sole tenant, which had a remaining term of approximately seven years. The tenant has two options to extend the lease for additional periods of five years each. The lease provides for annual rents of approximately $0.2 million in 2007, with prescribed escalations thereafter.

On September 29, 2006, we acquired three separate properties from a single seller: a 63,514 square foot industrial building in Birmingham, Alabama; a 29,472 square foot industrial building located in Montgomery, Alabama; and a 16,275 square foot industrial building located in Columbia, Missouri. These three properties were acquired for an aggregate cost of approximately $4.9 million, including transaction costs, and the purchase was funded using borrowings from our line of credit. Upon acquisition of the properties, we extended a ten year triple net lease with the tenant of each building, with four options to extend the lease for additional periods of five years each. The lease provides for annual rents of approximately $0.4 million in 2006, with prescribed escalations thereafter.

Mortgage Loans

On February 21, 2006, we assumed approximately $10.0 million of indebtedness pursuant to a long-term note payable from Wells Fargo Bank, National Association, in connection with our acquisition, on the same date, of a property located in Champaign, Illinois. The note accrues interest at a rate of 5.91% per year, and we may not repay this note prior to the last 3 months of the term, or we would be subject to a substantial prepayment penalty. The note matures on December 1, 2013.

On February 21, 2006, we assumed approximately $20.0 million of indebtedness pursuant to a long-term note payable from Greenwich Capital Financial Products, Inc, in connection with our acquisition, on the same date, of a property located in Roseville, Minnesota. The note accrues interest at a rate of 5.20% per year, and we may not repay this note prior to the last 3 months of the term, or we would be subject to a substantial prepayment penalty. The note matures on June 1,30, 2014.

The note has an anticipated maturity date of April 1, 2016, with a clause in which the lender has the option of extending the maturity date to April 1, 2036. We used the proceeds from the note to pay down our line of credit.

On April 27, 2006, through wholly-owned subsidiaries, we borrowed $14.9 million pursuant to a long-term note payable from IXIS Real Estate Capital Inc. which is collateralized by security interests in our Wichita, Kansas property, our Clintonville Wisconsin property, our Rock Falls, Illinois property and our Angola, Indiana properties in the amounts of approximately $9.0 million, $3.6 million, $0.7 million and $1.6 million, respectively. The note accrues interest at a rate of 6.58% per year, and we may not repay this note until after February 5, 2016, or we would be subject to a substantial prepayment penalty. The note has a maturity date of May 5, 2016, and we used the proceeds from the note to pay down our line of credit.

Preferred Stock ~~Financing~~Financings

On January 18, 2006, we completed a public offering of 1,000,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), par value $0.001 per share, at a price of $25.00 per share, under our shelf registration statement on Form S-3, and pursuant to the terms set forth in a prospectus dated October 24, 2005, as supplemented by a final prospectus supplement dated January 18, 2006. Net proceeds of the offering, after underwriting discounts and offering expenses, were approximately $23.7 million and were used to repay outstanding indebtedness under our line of credit. The ~~preferred stock~~Series A Preferred Stock may be redeemed at a liquidation preference in the amount of $25.00 per share plus any unpaid dividends at our election on or after January 30, 2011. These securities have no stated maturity, sinking fund or mandatory redemption and are not convertible into any other securities. The closing of the offering took place on January 26, 2006, and the ~~preferred stock~~Series A Preferred Stock is traded on the NASDAQ Global Market under the trading symbol “GOODP.”

On October 18, 2006, we completed a public offering of 1,150,000 shares of 7.5% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), par value $0.001 per share, at a price of $25.00 per share, under our shelf registration statement on Form S-3, and pursuant to the terms set forth in a prospectus dated October 24, 2005, as supplemented by a final prospectus supplement dated October 18, 2006. The shares sold in the offering included the full exercise of a 150,000 share over-allotment option by the underwriters. The Series B Preferred Stock may be redeemed at a liquidation preference in the amount of $25.00 per share plus any unpaid dividends at our election on or after October 31, 2011. These securities have no stated maturity, sinking fund or mandatory redemption and are not convertible into any other securities. The closing of the offering occurred on October 25, 2006, and the Series B Preferred Stock is traded on the NASDAQ Global Market under the trading symbol “GOODO.” Net proceeds of the offering, after underwriting discounts and offering expenses, were approximately $27.4 million and the net proceeds were used to repay outstanding indebtedness under our line of credit.

Properties Sold

On July 21, 2006, we sold our 2two properties located in Canada for approximately $6.9 million dollars, for a gain on the sale of approximately ~~$1.7~~$1.4 million. We paid approximately ~~$360,000~~$315,000 in taxes related to the gain on the ~~sale.~~sale although the actual amount of taxes due will not be finalized until 2006 tax returns are filed. We have been advised that the actual amount of taxes should be approximately $235,000, or $80,000 less than what was paid at closing, subject to final adjustments and federal (Canadian) tax return review. The ~~2 mortgage loans on~~mortgages associated with the Canadian properties were assumed by the buyer at closing.

Acquisition of Building in ~~conjunction with the sale.~~

~~Late Payment~~Satisfaction of Mortgage Loan

~~As of~~In August 8, 2006, we ~~have not received the July mortgage payment due from~~ceased accruing revenues on our mortgage loan secured by an industrial property in Sterling Heights, Michigan, placed the borrower in default and began pursuing available remedies under its mortgage, including instituting foreclosure proceedings on the property. We obtained an independent appraisal on the security which indicated a fair value in excess of the outstanding principal balance and accrued, non-default interest due under the mortgage loan at the time of default. As a result of the fair value indicated in the appraisal, we determined that the loan was not impaired and a writedown was not necessary. At the foreclosure sale on September 22, 2006, we were the successful bidder. We accounted for the asset received as if the assets had been acquired for cash and recorded the real estate asset at approximately $11.3 million on that date, which equaled the outstanding principal balance and accrued, non-default interest due under the mortgage loan to us. Under Michigan law, the borrower has six months from the date of foreclosure to redeem ownership of the property in exchange for payment of the bid amount plus certain other expenditures. As part of the resolution of our claims against the borrower and tenant, the borrower formally waived its right of redemption and permitted us to take immediate control of the property so that it could be re-rented.

On October 20, 2006, the borrower with respect to the Sterling Heights, Michigan property waived its right of redemption to reacquire the property, confirming our ownership of the property. We simultaneously executed a lease with a new tenant for the Sterling Heights, Michigan property. We ~~are currently evaluating~~executed a ten year, triple net lease with the ~~actions we should take. We are not anticipating~~new tenant, with one option to extend the lease for an additional period of five years. The lease also has a ~~loss on~~provision whereby the ~~mortgage loan because the appraised value of~~tenant may purchase the property ~~is substantially higher than~~from us within the ~~outstanding balance~~first lease year for $11.3 million, or in the second lease year for $11.6 million. The lease provides for annual rents of approximately $1.1 million in 2007, with prescribed escalations thereafter. The Company also pursued its claims against the ~~mortgage loan.~~borrower for the deficiency relating to default interest, expenses and prepayment fees of approximately $650,000. The Company pursued such deficiency claims against the borrower and its affiliated tenant who had filed bankruptcy and collected approximately $655,000 from the tenant and borrower.

Expenses

All of our personnel are directly employed by our Adviser. Pursuant to the terms of our advisory agreement, we are responsible for a portion of our Adviser’s total payroll and benefits expenses (based on the percentage of time our Adviser’s employees devote to our matters on an employee-by-employee basis) and a portion of our Adviser’s total overhead expense (based on the percentage of time worked by all of our Adviser’s employees on our matters).

We compensate our Adviser through reimbursement of our portion of our Adviser’s payroll, benefits and general overhead expenses. This reimbursement is generally subject to a combined annual management fee limitation of 2.0% of our average invested assets for the year, with certain exceptions. Reimbursement for overhead expenses is only required up to the point that reimbursed overhead expenses and payroll and benefits expenses, on a combined basis, equal 2.0% of our average invested assets for the year, and general overhead expenses are required to be reimbursed only if the amount of payroll and benefits reimbursed to our Adviser is less than 2.0% of our average invested assets for the year. However, payroll and benefits expenses are required to be reimbursed by us to the extent that they exceed the overall 2.0% annual

which we will be required to reimburse our Adviser in the future is not determinable, but we currently estimate that during the year ending December 31, 2006 this amount will be approximately $2.2 million. This estimate is based on our current expectations regarding our Adviser’s payroll and benefits expenses and the proportion of our Adviser’s time we believe is likely to be spent on matters relating to our business. To the extent that our Adviser’s payroll and benefits expenses are greater than we currently expect or our Adviser allocates a greater percentage of its time to our business, our actual reimbursement to our Adviser for our share of its payroll and benefits expenses could be materially greater than we currently estimate.

During the three and ~~six~~nine months ended ~~June~~September 30, 2006, the amount of overhead expenses that we reimbursed our Adviser was approximately ~~$158,000~~$144,000 and ~~$343,000,~~$487,000, respectively, and during the three and ~~six~~nine months ended ~~June~~September 30, 2005, the amount of overhead expenses we reimbursed our Adviser was approximately ~~$149,000~~$163,000 and ~~$274,000,~~$436,000, respectively. The actual amount of overhead expenses for which we will be required to reimburse our Adviser in the future is not determinable at this time, but we currently estimate that, during the year ending December 31, 2006, this amount will be approximately ~~$800,000.~~$650,000.

Under the terms of the advisory agreement, we are responsible for all expenses incurred for our direct benefit. Examples of these expenses include, legal, accounting, interest, tax preparation, directors and officers insurance, stock transfer services, shareholder related fees, consulting and related fees. During the three and ~~six~~nine months ended ~~June~~September 30, 2006, the total amount of these expenses that we incurred was approximately ~~$682,000~~$462,000 and ~~$1,169,000,~~$1,627,000, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2005, the total amount of these expenses that we incurred was approximately ~~$461,000~~$1,210,000 and ~~$1,161,000,~~$2,371,000, respectively.

In addition, we are also responsible for all fees charged by third parties that are directly related to our business, which may include real estate brokerage fees, mortgage placement fees, lease-up fees and transaction structuring fees (although we may be able to pass some or all of such fees on to our tenants and borrowers). The actual amount of such fees that we incur in the future will depend largely upon the aggregate costs of the properties we acquire, the aggregate amount of mortgage loans we make, and the extent to which we are able to shift the burden of such fees to our tenants and borrowers. Accordingly, the amount of these fees that we will pay in the future is not determinable at this time.

On May 24, 2006, our stockholders approved a proposal to enter into an amended and restated investment advisory agreement (the ~~“Proposed~~“Amended Advisory Agreement”) with our Adviser and an administration agreement (the “Administration Agreement”) between us and Gladstone Administration, LLC (the “Administrator”), a wholly owned subsidiary of our Adviser.

The ~~Proposed~~Amended Advisory Agreement provides for an annual base management fee equal to 2% of our total stockholders equity (less the recorded value of any preferred stock) and an incentive fee based on ~~fund~~funds from operations, (“FFO”), which would reward the Adviser if our quarterly FFO (before giving effect to any incentive fee) exceeds 1.75% (7% annualized) (the “hurdle rate”) of total stockholders’ equity ~~(less~~less the recorded value of any preferred ~~stock)~~stock. The Adviser will receive 100% of the amount of the pre-incentive fee FFO that exceeds the hurdle rate, but is less than 2.1875% of our pre-incentive fee FFO. The Adviser will also receive an incentive fee of 20% of the amount of our pre-incentive fee FFO that exceeds 2.1875%. Under the Administration Agreement, we will pay separately for its allocable portion of the Administrator’s overhead expenses in performing its obligations, including, but not limited to, rent, and our allocable portion of the salaries and benefits expenses of our chief financial officer, chief compliance officer, controller and their respective staffs.

The ~~Proposed~~Amended Advisory Agreement and Administration Agreement will not become effective as long as the 2003 Equity Incentive Plan (the “2003 Plan”) is in effect or as long as there are any outstanding stock options. In connection with the approval of the ~~Proposed~~Amended Advisory and Administration Agreements, and pursuant to ~~an offer approved by~~the approval of our Board of Directors on July 11, 2006, we have extended an offer to current stock option holders to amend the terms of all outstanding stock options under the 2003 Plan to accelerate the contractual expiration date of these options to December 31, 2006. The offer was filed with the U.S. Securities and Exchange Commission on July 12, 2006, ~~and is conditioned upon~~we accelerated in full the ~~acceptance by 100%~~vesting of ~~the current stock option holders. If the offer is accepted by 100% of the current stock option holders, then, upon the termination of the 2003 Plan and~~ all outstanding options under the 2003 Plan, ~~effective January 1, 2007,~~resulting in the vesting of 35,000 unvested options. Also on July 12, 2006, we ~~will implement~~filed a Schedule TO and related documentation with the ~~Proposed Agreement~~Securities and Exchange Commission, which described our offer to our executive officers and directors and the ~~Administration Agreement. The offer to amend the~~employees of our Adviser who held stock options ~~is currently scheduled~~ to ~~expire~~accelerate the expiration date of all of their outstanding options

under the 2003 Plan to December 31, 2006 (as amended, the “Offer”). The Offer was conditional upon its acceptance by all option holders on or before its expiration on August 31, 2006, ~~however it may be extended at our discretion.~~and all option holders accepted the Offer prior to that date. As of September 30, 2006, there were 737,099 outstanding options under the 2003 Plan, and all of the outstanding options were amended to expire on December 31, 2006, and we intend to terminate the 2003 Plan on December 31, 2006. Following the expiration of any unexercised options and the termination of the 2003 Plan, we intend to implement Amended Advisory Agreement and Administration Agreement on January 1, 2007. The current investment advisory agreement with Gladstone Management will continue in effect until these new agreements become effective.

~~Our Board of Directors also accelerated the vesting of all outstanding options effective July 11, 2006. This action resulted in accelerated vesting of 31,000 outstanding options.~~

As of July 24, 2006 there are 771,028 outstanding options under the 2003 Plan, and no further options will be granted. The shares underlying these stock options have been registered under the Securities Act of 1933 as amended. Upon exercise, the holders of these options will be able to publicly resell their shares without restriction. Sales of substantial amounts of our common stock in the public market, pursuant to the registration statement, such option exercises, under Rule 144 or otherwise, or the availability of such shares for sale, could adversely affect the prevailing market prices for our common stock, and could dilute the interests of existing stockholders. This would particularly be the case if a significant number of option holders elect not to “exercise and hold” their options, but rather seek to monetize their option holdings through broker-assisted cashless exercises. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so.

Critical Accounting Policies

Management believes our most critical accounting policies are revenue recognition (including straight-line rent), investment accounting, purchase price allocation, accounting for our investments in real estate, provision for loan losses, the accounting for our derivative and hedging activities, if any, income taxes and stock based compensation. Each of these items involves estimates that require management to make judgments that are subjective in nature. Management relies on its experience, collects historical data and current market data, and analyzes these assumptions in order to arrive at what it believes to be reasonable estimates. Under different conditions or assumptions, materially different amounts could be reported related to the accounting policies described below. In addition, application of these accounting policies involves the exercise of judgments on the use of assumptions as to future uncertainties and, as a result, actual results could materially differ from these estimates.

Revenue Recognition

Rental income includes rents that each tenant pays in accordance with the terms of its respective lease reported on a straight-line basis over the initial term of the lease. Because a majority of our leases contain rental increases at specified intervals, straight-line basis accounting requires us to record as an asset, and include in revenues, deferred rent receivable that we will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. Deferred rent receivable in the accompanying balance sheets includes the cumulative difference between rental revenue as recorded on a straight-line basis and rents received from the tenants in accordance with the lease terms, along with the capitalized above-market lease values of certain acquired properties. Accordingly, our management must determine, in its judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectible. We review deferred rent receivable, as is it relates to straight line rents, on a quarterly basis and take into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

In the event that the collectibility of deferred rent with respect to any given tenant is in doubt, we would record an increase in our allowance for uncollectible accounts or record a direct write-off of the specific rent receivable, which would have an adverse effect on our net income for the year in which the reserve is increased or the direct write-off is recorded and would decrease our total assets and stockholders’ equity.

Management considers its loans and other lending investments to be held-for-investment. We reflect held-for-investment investments at amortized cost less allowance for loan losses, acquisition premiums or discounts, deferred loan fees and undisbursed loan funds. On occasion, we may acquire loans at small premiums or discounts based on the credit characteristics of such loans. These premiums or discounts are recognized as yield adjustments over the lives of the related loans. Loan origination or exit fees, as well as direct loan origination costs, are also deferred and recognized over the lives of the related loans as yield adjustments. If loans with premiums, discounts, loan origination or exit fees are prepaid, we immediately recognize the unamortized portion as a decrease or increase in the prepayment gain or loss. Interest income is recognized using the effective interest method applied on a loan-by-loan basis. Prepayment penalties or yield maintenance payments from borrowers, if any, are recognized as additional income when received.

Purchase Price Allocation

We account for acquisitions of real estate in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,”which requires the purchase price of real estate to be allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, the value of unamortized lease origination costs and the value of tenant relationships, based in each case on their fair values.

Management’s estimates of value are made using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis). Factors considered by management in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which primarily range from nine to eighteen months, depending on specific local market conditions. Management also estimates costs to execute similar leases including leasing commissions, legal and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired are allocated to in-place lease values and customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics to be considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

We amortize the value of in-place leases to expense over the initial term of the respective leases, which generally range from five to twenty years. The value of customer relationship intangibles are amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization period for intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles would be charged to expense.

We record above-market and below-market in-place lease values for owned properties based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to

the remaining non-cancelable term of the lease. We amortize the capitalized above-market lease values, included in the accompanying balance sheet as part of deferred rent receivable, as a reduction of rental income over the remaining non-cancelable terms of the respective leases. We amortize the capitalized below-market lease values, included in the accompanying balance sheet as part of the deferred rent liability, as an increase to rental income over the initial term and any fixed-rate renewal periods in the respective leases.

We have determined that certain of our properties, which were originally not treated as business combinations under SFAS No. 141 because there was not an existing lease in place at the time of acquisition, should have been treated as business combinations when determining the purchase price of the real estate. These properties had leases that were put in place on the date of acquisition and thus were implicit in the purchase price and should have been considered as leases in place for purposes of determining if the acquisitions were business combinations. As a result, we reallocated approximately $1.2 million of land, building and tenant improvements to intangible assets and recognized additional amortization of $140,606, offset by increased rental revenue related to below market rents of approximately $28,000, for a net decrease in income of approximately $112,000 for the quarter ended March 31, 2006. Of the additional $112,000 recognized in the quarter ended March 31, 2006, approximately $90,000 ~~relates~~related to periods prior to ~~2006.~~2006, and management has deemed the amount immaterial to those periods.

Risk Rating

In evaluating each transaction that it considers for investment, our Adviser seeks to assess the risk associated with the potential tenant or borrower. For companies that have debt that has been rated by a national credit rating agency, our Adviser uses the rating as determined by such ratings agency. For tenants or borrowers that do not have publicly traded debt, our Adviser calculates and assigns to our tenants and borrowers a risk rating under our ten-point risk rating scale. Our Adviser seeks to have the risk rating system mirror the risk rating systems of major risk rating organizations such as those provided by nationally recognized statistical rating organizations (“NRSRO”). While we seek to mirror the NRSRO systems, we cannot provide any assurance that our risk rating system provides the same risk rating as a NRSRO. The following chart is an estimate of the relationship of our risk rating system to the designations used by two NRSROs as they risk rate debt securities of major companies. Because we have established our system to rate debt securities of companies that are unrated by any NRSRO, there can be no assurance that the correlation to the NRSRO set out below is accurate. We believe our risk rating would be significantly higher than a typical NRSRO risk rating because the risk rating of the typical NRSRO is designed for larger ~~businesses that can afford to pay a NRSRO to rate their securities.~~businesses. However, our risk rating has been designed to risk rate the securities of smaller businesses that are not rated by a typical NRSRO. Therefore, when we use our risk rating on larger business securities, the risk rating is higher than a typical NRSRO rating. The primary difference between our risk rating and the rating of a typical NRSRO is that our risk rating uses more quantitative determinants and includes qualitative determinants that are not used in the NRSRO rating. It is our understanding that most debt securities of middle market companies do not exceed the grade of BBB on a NRSRO scale, so there would be no debt securities in the middle market that would meet the definition of AAA, AA or A, therefore, our scale begins with the designation BBB. The table below gives an indication of the probability of default and the magnitude of the loss if there is a default:


	First	Second
Our	Ratings	Ratings
System	Agency	Agency	Description (a)
>10	Baa2	BBB	Probability of default during the next ten years is 4% and the expected loss is 1% or less

10	Baa3	BBB-	Probability of default during the next ten years is 5% and the expected loss is 1% to 2%

9	Ba1	BB+	Probability of default during the next ten years is 10% and the expected loss is 2% to 3%


	First	Second
Our	Ratings	Ratings
System	Agency	Agency	Description (a)
2	Caa2	CCC	Probability of default during the next ten years is 35% and the expected loss is 13.3% to 16.7%

1	Caa3	CC	Probability of default during the next ten years is 65% and the expected loss is 16.7% to 20%

0	N/a	D	Probability of default during the next ten years is 85%, or there is a payment default, and the expected loss is greater than 20%


(a)		The default rates set forth above assume a ten year lease or mortgage loan. If the particular investment has a term other than ten years, the probability of default is adjusted to reflect the reduced risk associated with a shorter term or the increased risk associated with a longer term.

We generally anticipate entering into transactions with tenants or borrowers that have a risk rating of at least 4, based on the above scale, which would equate to tenants or borrowers whose debt rating would be at least B3 or B-. Once we have entered into a transaction, we periodically re-evaluate the risk rating, or debt rating as applicable, of the investment for purposes of determining whether we should increase our reserves for loan losses or allowance for uncollectible rent. ~~To date, there have been no allowances for uncollectible rent or reserves for loan losses.~~ Our Board of Directors may alter our risk rating system from time to time.

The following table reflects the average risk rating of our tenants and borrowers ~~at June~~as of September 30, 2006 and December 31, ~~2005:~~2005. The borrower in our Sterling Heights, Michigan property defaulted on their mortgage loan prior to September 30, 2006, therefore the risk rating for that borrower is not reflected in the table below as of September 30, 2006:


Rating	6/30/2006		12/31/2005		9/30/2006		12/31/2005
Average		8.5		8.6		8.5		8.6
Weighted Average		8.5		8.7		8.5		8.7
Highest		10.0		10.0		10.0		10.0
Lowest		6.0		6.0		6.0		6.0

We compute depreciation using the straight-line method over the estimated useful life of 39 years for buildings and improvements, five to seven years for equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because, if we were to shorten the expected useful lives of our investments in real estate, we would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.

We have adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which establishes a single accounting model for the impairment or disposal of long-lived assets including discontinued operations. SFAS No. 144 requires that the operations related to properties that have been sold or that we intend to sell be presented as discontinued operations in the statement of operations for all periods presented, and properties we intend to sell be designated as “held for sale” on our balance sheet.

When circumstances such as adverse market conditions indicate a possible impairment of the value of a property, we review the recoverability of the property’s carrying value. The review of recoverability is based on our estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. Our forecast of these cash flows considers factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand and competition. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. We are required to make subjective assessments as to whether there are impairments in the values of our investments in real estate.

Provision for Loan Losses

Our accounting policies require that we reflect in our financial statements an allowance for estimated credit losses with respect to mortgage loans we have made based upon our evaluation of known and inherent risks associated with our private lending assets. ~~We have extended two mortgage loans and have not experienced any actual losses in connection with our lending investments.~~ Management reflects provisions for loan losses on a portfolio basis based upon our assessment of general market conditions, our internal risk management policies and credit risk rating system, industry loss experience, our assessment of the likelihood of delinquencies or defaults, and the value of the collateral underlying our investments. Actual losses, if any, could ultimately differ materially from these estimates.

Income Taxes

Our financial results generally do not reflect provisions for current or deferred income taxes. Management believes that we have operated, and we intend to continue to operate, in a manner that will allow us to qualify as a REIT for federal income tax purposes, and, as a result, we do not expect to pay substantial corporate-level income taxes. Many of the requirements for REIT qualification, however, are highly technical and complex. If we were to fail to meet these requirements, we would be subject to federal income tax, which could have a material adverse impact on our results of operations and amounts available for distributions to our stockholders.

Stock Based Compensation

We adopted the fair value method to account for the issuance of stock options under our 2003 Equity Incentive Plan in accordance with SFAS No. 123(R), ““Share-Base Payment~~Share-Base Payment,~~,” in January of 2006. In this regard, a substantial portion of these options were granted to individuals who are our officers and who qualify as leased employees under FASB Interpretation No. 44, “~~Accounting~~“Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. ~~25.~~25.” We adopted SFAS No. 123(R) using the modified prospective approach, where stock-based compensation expense was recorded for the unvested portion of previously issued awards that remained outstanding at January 1, 2006 using the same estimate of the grant date fair value and the same attribution method used to determine the pro forma

disclosure under SFAS No. 123, “~~Accounting~~“Accounting for Stock-Based ~~Compensation~~.Compensation.” SFAS No. 123(R) also requires that all share-based payments to employees after January 1, 2006, including employee stock options, be recognized in the financial statements as stock-based compensation expense based on the fair value on the date of grant.

In October of 2005, the Financial Accounting Standards Board (“FASB”) released FASB Staff Position No. FAS 123(R)-2 (“FSP FAS 123(R)-2”), “~~Practical~~“Practical Accommodation to the Application of Grant Date as Defined in FASB Statement No. ~~123(R)~~123(R).”FSP FAS 123(R)-2 provides guidance on the application of grant date as defined in SFAS No. 123(R).The FASB addresses the notion of “mutual understanding,” specifically that a mutual understanding shall be presumed to exist at the date the award is approved in accordance with the relevant corporate governance requirements if the award is a unilateral grant and therefore the recipient does not have the ability to negotiate the terms and conditions of the award with the employer, and the key terms and conditions of the award are expected to be communicated to an individual recipient within a relatively short time period for the date of approval. We applied FSP FAS 123(R)-2 in conjunction with the adoption of SFAS No. 123(R) on January 1, 2006.

Results of Operations

Our weighted-average yield on the portfolio as of ~~June~~September 30, 2006 was approximately ~~9.52%~~9.4%. The weighted-average yield was calculated by taking the annualized straight line rent, reflected as rental income on our Consolidated Statements of Operations, or mortgage interest payments, reflected as interest income from mortgage notes receivable on our Consolidated Statements of Operations, of each acquisition or mortgage loan as a percentage of the acquisition or loan price.

A comparison of our operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2006 and 2005 is below:


	For the three months ended												For the six months ended												For the three months ended												For the nine months ended
	June 30, 2006			June 30, 2005			$ Change			% Change			June 30, 2006			June 30, 2005			$ Change			% Change			September 30, 2006			September 30, 2005			$ Change			% Change			September 30, 2006			September 30, 2005			$ Change			% Change
Operating revenues
Rental income	$	6,027,830		$	2,092,231		$	3,935,599			188	%	$	10,894,906		$	3,795,831		$	7,099,075			187	%	$	6,214,295		$	3,307,759		$	2,906,536			88	%	$	17,109,203		$	7,103,591		$	10,005,612			141	%
Interest income from mortgage notes receivable		558,434			501,645			56,789			11	%		1,111,346			797,228			314,118			39	%		478,329			553,968			(75,639	)		-14	%		1,589,675			1,351,197			238,478			18	%
Tenant recovery revenue		43,798			37,300			6,498			17	%		49,420			41,600			7,820			19	%		43,352			28,208			15,144			54	%		92,772			69,808			22,964			33	%

Total operating revenues		6,630,062			2,631,176			3,998,886			152	%		12,055,672			4,634,659			7,421,013			160	%		6,735,976			3,889,935			2,846,041			73	%		18,791,650			8,524,596			10,267,054			120	%


Operating expenses
Depreciation and amortization		2,064,312			664,467			1,399,845			211	%		3,863,519			1,169,762			2,693,757			230	%		2,162,640			1,107,672			1,054,968			95	%		6,026,150			2,277,432			3,748,718			165	%
Management advisory fee		719,392			483,794			235,598			49	%		1,372,134			955,655			416,479			44	%		656,916			609,171			47,745			8	%		2,029,050			1,564,826			464,224			30	%
Professional fees		232,960			11,201			221,759			1980	%		431,418			340,886			90,532			27	%		167,353			87,896			79,457			90	%		598,771			428,781			169,990			40	%
Taxes and licenses		39,069			24,450			14,619			60	%		89,963			151,396			(61,433	)		-41	%		24,812			36,952			(12,140	)		-33	%		114,774			188,347			(73,573	)		-39	%
Insurance		102,845			67,021			35,824			53	%		185,842			137,404			48,438			35	%		113,453			70,244			43,209			62	%		299,296			207,648			91,648			44	%
General and administrative		306,698			95,411			211,287			221	%		452,485			229,750			222,735			97	%		115,349			61,074			54,275			89	%		319,784			166,410			153,374			92	%
Shareholder related expense																										34,414			45,868			(11,454	)		-25	%		282,478			170,285			112,193			66	%
Asset retirement obligation expense		24,940			—			24,940			100	%		71,641			—			71,641			100	%		30,619			—			30,619			100	%		102,263			—			102,263			100	%
Stock option compensation expense		33,602			—			33,602			100	%		79,818			—			79,818			100	%		314,593			—			314,593			100	%		394,411			—			394,411			100	%

Total operating expenses		3,523,818			1,346,344			2,177,474			162	%		6,546,820			2,984,853			3,561,967			119	%		3,620,149			2,018,877			1,601,272			79	%		10,166,977			5,003,729			5,163,248			103	%


Other income (expense)
Interest income from temporary investments		4,057			13,192			(9,135	)		-69	%		11,431			107,713			(96,282	)		-89	%		2,006			10,093			(8,087	)		-80	%		13,437			117,806			(104,369	)		-89	%
Interest income — employee loans		28,589			5,236			23,353			446	%		34,137			9,921			24,216			244	%		41,346			5,562			35,784			643	%		75,483			15,483			60,000			388	%
Other income		10,400			—			10,400			100	%		10,400			—			10,400			100	%		—			—			—			0	%		10,400			—			10,400			100	%
Interest expense		(2,155,968	)		(254,803	)		(1,901,165	)		746	%		(3,774,536	)		(291,022	)		(3,483,514	)		1197	%		(2,494,221	)		(865,237	)		(1,628,984	)		188	%		(6,268,757	)		(1,156,259	)		(5,112,498	)		442	%

Total other expense		(2,112,922	)		(236,375	)		(1,876,547	)		794	%		(3,718,568	)		(173,388	)		(3,545,180	)		2045	%		(2,450,869	)		(849,582	)		(1,601,287	)		188	%		(6,169,437	)		(1,022,970	)		(5,146,467	)		503	%


Income from continuing operations		993,322			1,048,457			(55,135	)		-5	%		1,790,284			1,476,418			313,866			21	%		664,958			1,021,476			(356,518	)		-35	%		2,455,236			2,497,897			(42,661	)		-2	%


Discontinued operations
Income from discontinued operations		71,215			103,784			(32,569	)		-31	%		109,253			211,099			(101,846	)		-48	%		6,915			70,504			(63,589	)		-90	%		116,169			281,602			(165,433	)		-59	%
Net realized gain (loss) from foreign currency transactions		167			(2,590	)		2,757			-106	%		(649	)		(2,937	)		2,288			-78	%		(1,044	)		(340	)		(704	)		-207	%		(201,017	)		(3,277	)		(197,740	)		-6034	%
Net unrealized (loss) gain from foreign currency transactions		(211,939	)		(120	)		(211,819	)		176516	%		(199,323	)		135			(199,458	)		-147747	%		—			(224,229	)		224,229			100	%		—			(224,094	)		224,094			100	%
Gain on sale of real estate																										1,422,026			—			1,422,026			100	%		1,422,026			—			1,422,026			100	%
Taxes on sale of real estate																										(315,436	)		—			(315,436	)		100	%		(315,436	)		—			(315,436	)		100	%

Total discontinued operations		(140,557	)		101,074			(241,631	)		-239	%		(90,719	)		208,297			(299,016	)		-144	%		1,112,461			(154,065	)		1,266,526			822	%		1,021,742			54,231			967,511			1784	%


Net income		852,765			1,149,531			(296,766	)		-26	%		1,699,565			1,684,715			14,850			1	%		1,777,419			867,411			910,008			105	%		3,476,978			2,552,128			924,850			36	%


Dividends attributable to preferred stock		(484,375	)		—			(484,375	)		100	%		(828,819	)		—			(828,819	)		100	%		(484,375	)		—			(484,375	)		100	%		(1,313,194	)		—			(1,313,194	)		100	%


Net income available to common stockholders	$	368,390		$	1,149,531		$	(781,141	)		-68	%	$	870,746		$	1,684,715		$	(813,969	)		-48	%	$	1,293,044		$	867,411		$	425,633			49	%	$	2,163,784		$	2,552,128		$	(388,344	)		-15	%

There was also an adjusting entry made in June of 2006 to record the straight-lining of rents for 2 ~~property~~properties that were acquired in 2005 of approximately ~~$230,000.~~$179,000 and management has deemed the amount immaterial to those periods.

Interest income from mortgage loans ~~increased~~decreased for the three ~~and six~~ months ended ~~June~~September 30, 2006 as compared to the three ~~and six~~ months ended ~~June~~September 20, 2005, due to the defaulted mortgage loan on the Sterling Heights, Michigan property and the resulting non-accrual of interest income in August 2006 for that mortgage loan. Interest income increased for the nine months ended September 30, 2006, as compared to the nine months ended September 30, 2005, as a result of a mortgage loan issued in April of 2005 where interest was only earned for part of 2005, partially offset by the ~~second quarter of 2005.~~defaulted mortgage discussed above.

Tenant recovery revenue increased for the three and ~~six~~nine months ended ~~June~~September 30, 2006, as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2005, as a result of an increase in the number of ~~properties in the portfolio~~tenants which reimburse us for insurance expense, partially offset by an over-accrual of franchise taxes in 2005.

Expenses

Depreciation and amortization expenses increased in the three and ~~six~~nine months ended ~~June~~September 30, 2006 as compared to the same periods in 2005, as a result of the 1714 property acquisitions completed between ~~June~~September 30, 2005 and ~~June~~September 30, 2006, coupled with properties acquired during the three and ~~six~~nine months ended ~~June~~September 30, 2005 that were held for the full period in 2006, and the approximately $140,000 adjustment to depreciation discussed above under “Purchase Price Allocation.”

The management advisory fee for the three and ~~six~~nine months ended ~~June~~September 30, 2006 increased, as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2005, primarily as a result of the increased number of our Adviser’s employees who spent time on our matters, coupled with an increase in overhead expenses incurred by our Adviser for our benefit. The management advisory fee consists of the reimbursement of expenses, including direct allocation of employee salaries and benefits, as well as general overhead expense, to our Adviser in accordance with the terms of the advisory agreement.

Professional fees, consisting primarily of legal and accounting fees, increased during the three and ~~six~~nine months ended ~~June~~September 30, 2006, as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2005, primarily as a result of ~~legal fees that were accrued and expensed in~~an increase to the ~~three months ended March 31, 2005 that were subsequently capitalized on the balance sheet as a cost of the line of credit in the quarter ended June 30, 2005. The~~ overall accounting fees ~~also increased year over year~~ due to the increased fees for the audit of the financial statements, the accounting fees associated with the formation of GCLP Business Trust I and GCLP Business Trust II, and an increased number of tax returns filed as a result of the increased portfolio of investments. Legal fees also increased year over year as a result of increased fees related to the filing of our proxy statement, and the fees surrounding the filing of the Registration Statement on Form S-8 and the Schedule TO filed in connection with the offer to amend the terms of options outstanding under the 2003 plan.

Taxes and licenses ~~increased~~decreased for the three and nine months ended ~~June~~September 30, 2006 as compared to the three and nine months ended June 30, 2005, as a result of the increased portfolio of investments and in turn an increase in the amount of franchise taxes paid. Taxes and licenses decreased for the six months ended June 30, 2006 as compared to the six months ended JuneSeptember 30, 2005, primarily because of a payment of approximately $100,000 of franchise taxes paid for doing business in certain states in the first quarter of 2005, which related to taxes incurred in 2004, coupled with reduced taxes in the states of Texas and Pennsylvania as a result of a restructuring of our entities that hold these properties, partially offset by the increase in franchise taxes due to the increase in our portfolio of investments.

Insurance expense increased for the three and ~~six~~nine months ended ~~June~~September 30, 2006, as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2005. The increase is primarily a result of an increase in premiums for directors and officers insurance ~~premiums~~ from the prior year, coupled with an increased number of properties that required insurance.

General and administrative expenses increased for the three and ~~six~~nine months ended ~~June~~September 30, 2006 as compared to the three months ended ~~June~~September 30, 2005, as a result of approximately ~~$62,000~~$40,000 and $128,000 in operating expenses that we were required to pay on behalf of a tenant under the terms of its lease for the three and nine months ended September 30, 2006, respectively, coupled with an increase in directors fees and fees paid to management companies for certain of our properties.

Shareholder related expense increased ~~shareholder related expenses of approximately $120,000, which were primarily related~~for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2005, as a result of costs associated with the annual report, the proxy statement, and the increased costs associated with the solicitation of the shareholder vote for the annual meeting. ~~These increases were partially offset by decreases~~Shareholder related expenses decreased for the three months ended September 30, 2006 as compared to the three months ended September 30, 2005, as a result of a decrease in ~~management~~the amount of fees paid ~~and fees paid to our stock transfer agent.~~for investor conferences, coupled with a decreased number of SEC reports filed.

Stock option compensation expense is the result of the adoption of SFAS No. 123(R).SFAS No. 123(R) replaces SFAS No. 123,Accounting for Stock-Based Compensationand supersedes Accounting Principles Board (“APB”) Opinion No. 25,Accounting for Stock Issued to Employees(“APB No. 25”). Under the modified prospective approach, stock-based compensation expense was recorded for the unvested portion of previously issued awards that remain outstanding at January 1, 2006 using the same estimate of the grant date fair value and the same attribution method used to determine the pro forma disclosure under SFAS No. 123. We were required to record a one-time, non-cash expense as a result of the amendment and acceleration of the options during the quarter ended September 30, 2006 of $314,593. There was no stock option compensation expense recorded for the three and ~~six~~nine months ended ~~June~~September 30, 2005.

Interest expense increased for the three and ~~six~~nine months ended ~~June~~September 30, 2006, as compared to the same periods in 2005. This increase is primarily a result of an increase in interest expense and amortization of deferred financing fees related to the long-term financings on 1811 properties that closed subsequent to ~~June~~September 30, 2005, coupled with an increased amount outstanding on our line of credit during 2006.

~~Interest Income~~Other income

Interest income on cash and cash equivalents decreased during the three and ~~six~~nine months ended ~~June~~September 30, 2006, as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2005. The decrease is primarily a result of the increase in our portfolio of investments in real estate and mortgage loans, resulting in lower average cash balances invested.

During the three and ~~six~~nine months ended ~~June~~September 30, 2006, interest income on employee loans increased, as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2005. This increase is a result of 9 employee loans that were originated during the second quarter of 2006, coupled with an employee loan that was originated during the second quarter of 2005, where interest was earned for the full period in 2006.

Gain on sale of real estate

On July 21, 2006, we sold our two properties located in Canada for approximately $6.9 million dollars, for a gain on the sale of approximately $1.4 million. We paid approximately $315,000 in taxes related to the gain on the sale although; the actual amount of taxes due will not be finalized until 2006 tax returns are filed. We have been advised that the actual amount of taxes should be approximately $235,000, or $80,000 less than what was paid at closing, subject to final adjustments and federal (Canadian) tax return review. The mortgages associated with the Canadian properties were assumed by the buyer at closing.

Foreign ~~Currency Gains~~currency gains and ~~Losses~~losses

Net realized foreign currency gains and losses represents the gains and losses in connection with the translation of monthly rental payments, the valuation of cash and the payment of quarterly taxes denominated in Canadian ~~dollars.~~dollars, and the previously unrealized foreign currency losses associated with the valuation of the deferred rent assets and mortgage notes payable that became a realized foreign currency loss as of the date of sale. The net unrealized gains and losses from foreign currency transactions represents the valuation of the deferred rent asset and the mortgage notes payable related to the 2two Canadian ~~properties.~~properties in 2005, prior to the date of sale. Increases and decreases related to foreign currency gains and losses are a result of the fluctuation of the exchange rate between the ~~US Dollar~~U.S. dollar and the Canadian ~~Dollar,~~dollar, which arise from our 2two Canadian properties, which were ~~subsequently~~ sold in July of 2006.

Net ~~Income~~income available to common stockholders

Net income available to common stockholders decreased for the ~~three and six~~nine months ended ~~June~~September 30, 2006, as compared to the ~~three and six~~nine months ended ~~June~~September 30, 2005. This decrease is primarily a result of the increased interest expense from the increased number of properties which have long-term financing, increased depreciation from the one time depreciation adjustment discussed above, ~~the~~ stock option expense, ~~the~~ asset retirement obligation expense and the preferred dividends paid, ~~for the three months ended June 30, 2006,~~ partially offset by the gain on sale of the two Canadian properties, the increase in our portfolio of investments in the past year and the corresponding increase in our revenues and the other events described above. Net income available to common stockholders increased for the three months ended September 30, 2006 as compared to three months ended September 30, 2005, due to the gain on sale of the two Canadian properties, which offset the additional expenses discussed above.

3840

Liquidity and Capital Resources

Cash and Cash Equivalents

At ~~June~~September 30, 2006, we had approximately ~~$0.9~~$0.6 million in cash and cash equivalents. We have now fully invested the proceeds from our initial public offering of our common stock, and have access to our existing line of credit and have obtained mortgages on 1917 of our properties. We expect to obtain additional mortgages secured by some or all of our real property in the future. We anticipate continuing to borrow funds and issuing additional equity securities in order to obtain additional capital. To this end, and as described in greater detail below, we ~~executed an underwriting agreement in connection with~~have completed two public offerings of preferred stock during 2006, the first of which was the public offering of 1,000,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share, at a price of $25.00 per share, under our shelf registration statement on Form S-3, and pursuant to the terms set forth in a prospectus dated October 24, 2005, as supplemented by a final prospectus supplement dated January 18, 2006. The second was the public offering of 1,150,000 shares of 7.5% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share, at a price of $25.00 per share, under our shelf registration statement on Form S-3, and pursuant to the terms set forth in a prospectus dated October 24, 2005, as supplemented by a final prospectus supplement dated October 18, 2006. We expect that the funds from our line of credit, additional mortgages and securities offerings will provide us with sufficient capital to make additional investments and to fund our continuing operations for the foreseeable future.

Operating Activities

Net cash provided by operating activities during the ~~six~~nine months ended ~~June~~September 30, 2006, consisting primarily of the items described in “Results of Operations,” was approximately ~~$5.9~~$7.6 million, compared to net cash provided by operating activities of ~~$2.7~~$4.9 million for the ~~six~~nine months ended ~~June~~September 30, 2005.

Investing Activities

Net cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2006 was ~~$40.5~~$40.8 million, which primarily consisted of the purchase of 5nine properties, as described in the “Investments” section above, partially offset by the proceeds from the sale of the two Canadian properties, as compared to net cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2005 of ~~$51.6~~$91.9 million, which primarily consisted of the purchases of 613 properties and the extension of 1 mortgage loan.

Financing Activities

Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2006 was approximately ~~$33.8~~$32.1 million, which primarily consisted of the proceeds received from the long-term financing of 8eight of our properties, the proceeds from borrowings under our line of credit, and the proceeds from the offering of our preferred stock, partially offset by repayments on the line of credit, the repayment of our two mortgage loans on the Canadian properties, payments for deferred financing costs and dividend payments. Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2005 was approximately ~~$20.0~~$58.2 million, which consisted of the proceeds received from the long-term financing of 1eight of our properties, the proceeds from borrowing under our line of credit, and principal repayments on employee loans, partially offset by principal repayments on the mortgage notes payable, dividend payments to our stockholders, and financing costs paid in connection with our line of credit and mortgage ~~note~~notes payable.

If we are unable to make any required debt payments on any borrowings we make in the future, our lenders could foreclose on the properties collateralizing their loans, which could cause us to lose part or all of our investments in such properties.

Registration ~~Statement~~Statements

On January 18, 2006 we completed the public offering of 1,000,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share, at a price of $25.00 per share, under our shelf registration statement on Form S-3, and pursuant to the terms set forth in a prospectus dated October 24, 2005, as supplemented by a final prospectus supplement dated January 18, 2006. The preferred stock may be redeemed at a liquidation preference in the amount of $25.00 per share plus any unpaid dividends at our election on or after January 30, 2011. These securities have no stated maturity, sinking fund or mandatory redemption and are not convertible into any other securities of the Company. The closing of the offering took place on January 26, 2006, and the stock is traded on the ~~Nasdaq~~NASDAQ Global Market under the trading symbol “GOODP.” Net proceeds of the offering, after underwriting discounts and offering expenses, were approximately $23.7 million, and the net proceeds were used to repay outstanding indebtedness under our line of credit. ~~After completion~~

On October 18, 2006, we completed a public offering of 1,150,000 shares of 7.5% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), par value $0.001 per share, at a price of $25.00 per share, under our shelf registration statement on Form S-3, and pursuant to the terms set forth in a prospectus dated October 24, 2005, as supplemented by a final prospectus supplement dated October 18, 2006. The preferred stock may be redeemed at a liquidation preference in the amount of $25.00 per share plus any unpaid dividends at our election on or after October 31, 2011. These securities have no stated maturity, sinking fund or mandatory redemption and are not convertible into any other securities. The closing of the ~~preferred stock~~ offering weoccurred on October 25, 2006, and the Series B Preferred Stock is traded on the NASDAQ Global Market under the trading symbol “GOODO.” Net proceeds of the offering, after underwriting discounts and offering expenses, were approximately $27.4 million and the net proceeds were used to repay outstanding indebtedness under our line of credit. There are 21,250,000 shares still ~~have $50 million of common and preferred stock registered~~available for ~~future~~ issuance ~~pursuant to~~under our shelf registration statement.

Line of Credit

On February 28, 2005, we entered into a line of credit agreement with a syndicate of banks led by Branch Banking & Trust Company. This line of credit initially provided us with up to $50 million of financing. We have since amended the line of credit to increase the maximum availability under the line from $50 million to $75 million. The line of credit matures on February 28, 2008. The interest rate charged on the advances under the facility is based on the London Interbank Offered Rate (“LIBOR”), the prime rate or the federal funds rate, depending on market conditions, and adjusts periodically. The unused portion of the line of credit is subject to a fee of 0.25% per year. Our ability to access this funding source is subject to us continuing to meet customary lending requirements such as compliance with financial and operating covenants and meeting certain lending limits. One of these financial covenants limits ~~and,~~the amount we can pay out, on a quarterly basis, to no more than 95% of our funds from operations as ~~of June~~dividends to our stockholders. For the quarter ended September 30, 2006, our dividend payout exceeded this threshold, although we received a waiver for this requirement with respect to the quarter ended September 30, 2006, and were ~~in compliance with all financial and operating covenants. For example, as is customary with such line~~required to pay a waiver fee of ~~credit facilities, the~~$75,000. The maximum amount we may draw under this agreement is based on the percentage of the value of its properties meeting agreed-upon eligibility standards that we have pledged as collateral to the banks. As we arrange for long-term mortgages for these properties, the banks will release the properties from the line of credit and reduce the availability under the line of credit by the advanced amount of the removed property. Conversely, as we purchase new properties meeting the eligibility standards, we may pledge these new properties to obtain additional advances under this agreement. We may use the advances under the line of credit for both general corporate purposes and the acquisition of new investments. As of ~~June~~September 30, 2006, there was ~~$29.7~~$35.7 million outstanding under the line of credit at an interest rate of ~~7.38%~~7.58% per year. As noted above we used the net proceeds of our recently completed Series B Preferred Stock financing to repay approximately $27.4 million under the line of credit in October 2006.

We anticipate that we will likely exceed this dividend payout threshold covenant for our line of credit for the quarter ending December 31, 2006. If we are not in compliance with this covenant as of December 31, 2006, we will likely seek another waiver of such compliance from our lenders or seek to refinance the credit facility. In such case, if our lenders are unwilling to grant us a waiver on terms we believe are reasonable or at all, and if we are unable to secure an alternative credit facility, we may be in default on our credit facility as of December 31, 2006, which would likely have a material adverse impact on our liquidity and financial condition.

Mortgage Notes Payable

On February 21, 2006, we assumed approximately $20.0 million of indebtedness pursuant to a long-term note payable from Greenwich Capital Financial Products, Inc, in connection with our acquisition, on the same date, of a property located in Roseville, Minnesota. The note accrues interest at a rate of 5.20% per year, and we may not repay this note prior to the last 3 months of the term, or we would be subject to a ~~subtantial~~substantial prepayment penalty. The note matures on June 1,30, 2014.

On March 29, 2006, through wholly-owned subsidiaries, we borrowed $17.0 million pursuant to a long-term note payable from CIBC Inc. which is collateralized by security interests in our Big Flats, New York property, our Eatontown, New Jersey property, and our Franklin Township, New Jersey property in the amounts of approximately $5.6 million, $4.6 million and $6.8 million, respectively.

NAREIT definition, to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

~~Funds from operations~~FFO available to common stockholders ~~(“FFO available to common stockholders”)~~ is FFO adjusted to subtract preferred share dividends. We believe that net income available to common stockholders is the most directly comparable GAAP measure to FFO available to common stockholders.

Basic funds from operations per share (“Basic FFO per share”) and diluted funds from operations per share (“Diluted FFO per share”) is FFO available to common stockholders divided by weighted average common shares outstanding and FFO available to common stockholders divided by weighted average common shares outstanding on a diluted basis, respectively, during a period. We believe that FFO available to common stockholders, Basic FFO per share and Diluted FFO per share are useful to investors because they provide investors with a further context for evaluating our FFO results in the same manner that investors use net income and earnings per share (“EPS”) in evaluating net income available to common shareholders. In addition, since most REITs provide FFO, Basic FFO and Diluted FFO per share information to the investment community, we believe FFO available to common stockholders, Basic FFO per share and Diluted FFO per share are useful supplemental measures for comparing us to other REITs. We believe that net income is the most directly comparable GAAP measure to FFO, Basic EPS is the most directly comparable GAAP measure to Basic FFO per share, and that diluted EPS is the most directly comparable GAAP measure to Diluted FFO per share.

The following table provides a reconciliation of our FFO for the three and ~~six~~nine months ended ~~June~~September 30, 2006 and 2005, to the most directly comparable GAAP measure, net income, and a computation of basic and diluted FFO per weighed average common share and basic and diluted net income per weighted average common share:


	For the three			For the three		For the six			For the six		For the three			For the three		For the nine			For the nine
	months ended			months ended		months ended			months ended		months ended			months ended		months ended			months ended
	June 30, 2006			June 30, 2005		June 30, 2006			June 30, 2005		September 30, 2006			September 30, 2005		September 30, 2006			September 30, 2005
Net income	$	852,765		$	1,149,531	$	1,699,565		$	1,684,715	$	1,777,419		$	867,411	$	3,476,978		$	2,552,128
Less: Dividends attributable to preferred stock												(484,375	)		—		(1,313,194	)		—

Net income available to common stockholders											$	1,293,044		$	867,411	$	2,163,784		$	2,552,128

Add: Real estate depreciation and amortization, including discontinued operations		2,081,072			696,977		3,915,819			1,234,733		2,162,640			1,140,181		6,078,450			2,374,912

FFO		2,933,837			1,846,508		5,615,384			2,919,448
Less: Dividends attributable to preferred stock		(484,375	)		—		(828,819	)		—
Less: Gain on sale of real estate, net of taxes paid												(1,106,590	)		—		(1,106,590	)		—

FFO available to common stockholders		2,449,462			1,846,508		4,786,565			2,919,448		2,349,094			2,007,592		7,135,644			4,927,040

Weighted average shares outstanding — basic		7,762,503			7,669,802		7,717,501			7,668,409		7,820,376			7,672,000		7,752,170			7,669,619
Weighted average shares outstanding — diluted		7,911,871			7,692,639		7,858,146			7,715,100		7,981,071			7,725,667		7,896,860			7,718,441

Basic net income per weighted average common share	$	0.05		$	0.15	$	0.11		$	0.22	$	0.16		$	0.11	$	0.28		$	0.33

Diluted net income per weighted average common share	$	0.04		$	0.15	$	0.11		$	0.22	$	0.16		$	0.11	$	0.27		$	0.33

Basic FFO per weighted average common share	$	0.32		$	0.24	$	0.62		$	0.38	$	0.30		$	0.26	$	0.92		$	0.64

Diluted FFO per weighted average common share	$	0.31		$	0.24	$	0.61		$	0.38	$	0.29		$	0.26	$	0.90		$	0.64

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The primary ~~risks~~risk that we believe we will be exposed to ~~are~~is interest ~~rate and foreign currency exchange~~ rate risk. We currently have two variable rate loans, certain of our leases contain escalations based on market interest rates, and the interest rate on our existing line of credit is variable. We seek to mitigate this risk by structuring such provisions to contain a minimum interest rate or escalation rate, as applicable. We are also exposed to the effects of interest rate changes as a result of the holding of our cash and cash equivalents in short-term, interest-bearing investments.

To illustrate the potential impact of changes in interest rates on our net income, we have performed the following analysis, which assumes that our balance sheet remains constant and no further actions beyond a minimum interest rate or escalation rate are taken to alter our existing interest rate sensitivity.

Under this analysis, a hypothetical increase in the one month LIBOR rate by 1% would increase our interest and rental revenue by ~~$73,561~~$36,500 and increase our interest expense on the line of credit by ~~$300,719~~$361,553 for a net decrease in our net income of ~~$227,159,~~$325,053, or ~~6.8%~~10.1%, over the next twelve months, compared to net income for the latest twelve months ended ~~June~~September 30, 2006. A hypothetical decrease in the one month LIBOR by 1% would decrease our interest and rental revenue by ~~$33,458~~$36,500 and decrease our interest expense on the line of credit by ~~$300,719~~$361,553 for a net increase in our net income of ~~$267,261,~~$325,053, or ~~8.0%~~10.1%, over the next twelve months, compared to net income for the latest twelve months ended ~~June~~September 30, 2006. Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for potential changes in credit quality, size and composition of our loan and lease portfolio on the balance sheet and other business developments that could affect net income. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

As of ~~June~~September 30, 2006, our fixed rate debt outstanding was approximately ~~$123.5~~$118.5 million. Interest rate fluctuations may affect the fair value of our fixed rate debt instruments. If interest rates on our fixed rate debt instruments, using rates at ~~June~~September 30, 2006, had been one percentage point higher or lower, the fair value of those debt instruments on that date would have decreased or increased, respectively, by approximately $8.0 million.

In the future, we may be exposed to additional effects of interest rate changes primarily as a result of our line of credit or long-term debt used to maintain liquidity and fund expansion of our real estate investment portfolio and operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve this objective, we will borrow primarily at fixed rates or variable rates with the lowest margins available and, in some cases, with the ability to convert variable rates to fixed rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate the interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.

We have purchased two properties in Canada, and the monthly rental payments on these properties are received in Canadian dollars. In an effort to mitigate at least a portion of the risk of foreign currency rate fluctuations, we have secured loans on these real estate properties in which the mortgage payments are denominated in Canadian dollars. While we have minimized the exchange rate risk, we are still exposed to fluctuations in the exchange rate, as we have to convert the payments into US dollars at each transaction date and value the cash, deferred rent asset, and mortgage notes related to the Canadian properties for the exchange rate at each balance sheet date. For the three months ended June 30, 2006, we had a $167 realized foreign currency transaction gain in connection with the translation of monthly rental payments, translation of cash balances and quarterly tax payments to Canada, and a $211,939 unrealized foreign currency transaction loss from valuing the deferred rent asset and the mortgage notes payable related to the Canadian properties at June 30, 2006. For the six months ended June 30, 2006, we had a $649 realized foreign currency transaction loss in connection with the translation of monthly rental payments, translation of cash balances and quarterly tax payments to Canada, and a $199,323 unrealized foreign currency

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

As of ~~June~~September 30, 2006, our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2006 in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of necessarily achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Neither we nor any of our subsidiaries are currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries.

Item 1A. Risk Factors

Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our ~~common~~ stock. For a discussion of these risks, please refer to the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed by us with the Securities and Exchange Commission (the “SEC”) on February 28, 2006 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed by us with the SEC on August 8, 2006. In connection with our preparation of this quarterly report, management has reviewed and considered these risk factors and has determined that the following risk factors should be read in connection with the existing risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2005.~~2005 and our Quarterly Report on form 10-Q for the quarter ended June 30, 2006.

~~The recent acceleration of vesting of all outstanding options, coupled with~~At the ~~new expiration dates of our outstanding options, could result in significant selling pressure from option holders, which could reduce our stock price.~~

~~As a result~~beginning of the ~~recent vesting~~2007 fiscal year, our amended and ~~acceleration of our outstanding options~~restated advisory agreement with Gladstone Management Corporation and our ~~offer to amend~~administration agreement with Gladstone Administration LLC will become effective and this could adversely impact our ~~outstanding options to accelerate the contractual expiration date~~results of these options to December 31, 2006, there could be significant downward pressure on our common stock price. This would be particularly the case if a significant number of option holders elect not to “buy and hold,” but rather seek to monetize their option holdings (e.g., through a broker-assisted cashless exercise). This downward pressure could reduce the current market price of our common stock and dilute the interests of existing stockholders.

~~Our incentive fee may induce our adviser to make certain investments, including speculative investments.~~operations.

On May 24, 2006, our stockholders approved a proposal to enter into an amended and restated investment advisory agreement (the “Proposed Agreement”) with our Adviser that, if it becomes effective, will implement a management compensation structure that may cause our Adviser to invest in high risk investments or take other risks. In addition to its management fee, our Adviser will be entitled under the Proposed Agreement to receive incentive compensation based in part upon our achievement of specified levels of income. In evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net income may lead our Adviser to place undue emphasis on the maximization of funds from operations at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, or management of credit risk or market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our investment portfolio. This agreement will not become effective until certain requirements related to options outstanding under our 2003 Equity Incentive Plan are satisfied. For additional information on incentive compensation under the Amended Advisory Agreement with our Adviser and the ~~potential time of effectiveness of~~Administration Agreement with the ~~agreement, see “Management’s Discussion and Analysis – Recent Events — Expenses.”~~

Administrator. We ~~may be obligated~~expect to implement these new agreements effective January 1, 2007. Under the Amended Advisory Agreement, we will pay our Adviser ~~incentive compensation even if we incur~~ a ~~loss.~~

If the Proposed Agreement becomes effective, our Adviser will become entitled to incentive compensation based on our fund from operations (“FFO”), which would reward the Adviser if our quarterly FFO (before giving effect to any incentive fee) exceeds 1.75% (7% annualized)base management fee of 2.0% of our total stockholders’ equity (less the recorded value of any preferred ~~stock). Our pre-incentive fee FFO for incentive compensation purposes excludes~~stock, and adjusted to exclude the effect of any unrealized gains, losses or other items that do not affect realized net income). The Amended Advisory Agreement also includes incentive fees which will reward our Adviser if our quarterly pre-incentive fee funds from operations (“FFO”) exceeds 1.75% of our total stockholders’ equity. FFO is calculated after taking into account all operating expenses for the quarter, including the base management fee (less any rebate of fees received by the Adviser), expenses payable under the Administration Agreement and any interest expense (but excluding the incentive fee) and any other operating expenses. Pre-incentive fee FFO includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment in kind interest and zero coupon securities), accrued income and rents that we have not yet received in cash. Pre-incentive FFO will also include any realized capital gains and realized capital losses, less any dividend paid on any issued and outstanding preferred stock, but will not include any unrealized gains or losses. Under the Amended Advisory Agreement, we will pay our Adviser 100% of our pre-incentive fee FFO with respect to that portion of such FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized), and 20% of the amount of our pre-incentive fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).

Under the Administration Agreement, we will pay separately for administrative services, which payments will be equal to our allocable portion of the Administrator’s overhead expenses in performing its obligations under the Administration Agreement, including rent for the space occupied by the Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, treasurer, chief compliance officer and controller and their respective staffs. As a result of the implementation of the Amended Advisory Agreement and the Administration Agreement, our operating expenses may ~~incur in the fiscal quarter, even if such losses result in~~be materially higher than those payable under our current investment advisory agreement with our Adviser, which could have a ~~net loss~~material adverse effect on our ~~statement~~results of operations, ~~for that quarter.~~our ability to make dividend payments on the Series B Preferred Stock and the trading price of the Series B Preferred Stock.

4548

~~Thus,~~We are currently not in compliance with a covenant of our credit facility and, if we don’t receive a waiver or refinance the credit facility before December 31, 2006, we may be in default on our credit facility, which would likely have a material adverse impact on our liquidity and financial condition.

Under our existing credit facility, beginning with the quarter ended September 30, 2006, we are required to pay out, on a quarterly basis, no more than 95% of our ~~Adviser incentive compensation~~funds from operations as dividends to our stockholders. For the quarter ended September 30, 2006, our dividend payout exceeded this threshold, although our lenders waived compliance with this requirement with respect to the quarter ended September 30, 2006. We anticipate that we will likely again exceed this threshold for the quarter ending December 31, 2006. If we are not in compliance with this covenant as of December 31, 2006, we will likely seek another waiver of such compliance from our lenders or seek to refinance the credit facility. In such case, if our lenders are unwilling to grant us a ~~fiscal quarter even~~waiver on terms we believe are reasonable or at all, and if we ~~incur~~are unable to secure an alternative credit facility, we may be in default on our credit facility as of December 31, 2006, which would likely have a ~~net loss for that quarter. This agreement will not become effective until certain requirements related to options outstanding under~~material adverse impact on our ~~2003 Equity Incentive Plan are satisfied. For additional information on incentive compensation under the Amended Agreement with our Adviser,~~liquidity and ~~the potential time of effectiveness of the agreement, see “Management’s Discussion and Analysis – Recent Events — Expenses.”~~financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

~~The Annual Meeting of Stockholders was held~~No matters were voted on ~~May 24,~~during the three months ended September 30, 2006. ~~The stockholders voted and approved the following matters:~~

~~The election of three directors to hold office until the 2009 Annual Meeting of Stockholders.~~

Nominee Shares Voted For Authority Withheld
David A.R. Dullum 7,242,091 97,541
Maurice W. Coulon 7,204,016 135,616
Terry Lee Brubaker 7,234,474 105,158

~~The election of one director to hold office until the 2008 Annual Meeting of Stockholders.~~

Nominee Shares Voted For Authority Withheld
Gerard Mead 7,200,716 138,916

~~The approval of an amended and restated investment advisory agreement between the Company and the Adviser and an administration agreement between the Company and Gladstone Administration.~~


~~Shares voted for~~			~~3,261,578~~
~~Shares voted against~~			~~1,757,138~~
~~Shares abstained~~			~~100,518~~

~~The ratification of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2006.~~


~~Shares voted for~~			~~7,226,052~~
~~Shares voted against~~			~~36,144~~
~~Shares abstained~~			~~77,436~~

Item 5. Other Information

Not applicable.

4649

Item 6. Exhibits

Exhibit Index


Exhibit		Description of Document
3 .1†		Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S - -11 (File No. 333-106024), filed ~~June~~September 11, 2003.

3 .2†		Bylaws, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 (File No. 333-106024), filed ~~June~~September 11, 2003.

3.3†		Articles Supplementary Establishing and Fixing the Rights and Preferences of the 7.75% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.3 of Form 8-A (File No. 000-50363), filed January 19, 2006.

3.4†		Articles Supplementary Establishing and Fixing the Rights and Preferences of the 7.5% Series B Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.4 of Form 8-A (File No. 000-50363), filed October 19, 2006.

4.1†		Form of Certificate for 7.75% Series A Cumulative Redeemable Preferred Stock of Gladstone Commercial Corporation, incorporated by reference to Exhibit 4.1 of Form 8-A (File No. 000-50363), filed on January 19, 2006.

~~10.29†~~4.2†		~~Loan agreement between IXIS Real Estate Capital Inc. and 2525 N Woodlawn Vstrm Wichita KS, LLC, CI05 Clintonville WI LLC and MSI05-3 LLC, dated as~~Form of ~~April 27, 2006,~~Certificate for 7.5% Series B Cumulative Redeemable Preferred Stock of Gladstone Commercial Corporation, incorporated by reference to Exhibit ~~10.29~~4.2 of ~~the Quarterly Report on~~ Form ~~10-Q~~8-A (File No. 000-50363), filed on ~~May 2, 2006.~~

~~10.30†~~		Promissory note between IXIS Real Estate Capital Inc. and 2525 N Woodlawn Vstrm Wichita KS, LLC, CI05 Clintonville WI LLC and MSI05-3 LLC, dated as of April 27, 2006, incorporated by reference to Exhibit 10.30 of the Quarterly Report on Form 10-Q (File No. 000-50363), filed on May 2,October 19, 2006.

10.31†		First Amendment to Amended and Restated Credit Agreement by and among Gladstone Commercial Corporation, Gladstone Commercial Limited Partnership, Branch Banking and Trust Company, and certain other parties, dated as of ~~June~~September 29, 2006, incorporated by reference to Exhibit 10.31 of the Current Report on Form 8-K (File No. 000-50363), filed on ~~June~~September 30, 2006.

10.32†*		Joint Directors Nonqualified Excess Plan of Gladstone Commercial Corporation, Gladstone Capital Corporation and Gladstone Investment Corporations, dated as of July 11, 2006, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-50363), filed on July 12, 2006.

~~10.33~~		~~Custodial Agreement between Branch Banking and Trust Company of Virginia, as Custodian, and Gladstone Commercial Company, dated as of May 1, 2006.~~

11		Computation of Per Share Earnings from Operations (included in the notes to the ~~audited~~unaudited financial statements contained in this report)

31.1		Certification of Chief Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

~~31 .2~~31.2		Certification of Chief Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

Exhibit Index


Exhibit		Description of Document
3 .1†		Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S - -11 (File No. 333-106024), filed ~~June~~September 11, 2003.

3 .2†		Bylaws, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 (File No. 333-106024), filed ~~June~~September 11, 2003.

3.3†		Articles Supplementary Establishing and Fixing the Rights and Preferences of the 7.75% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.3 of Form 8-A (File No. 000-50363), filed January 19, 2006.

3.4†		Articles Supplementary Establishing and Fixing the Rights and Preferences of the 7.5% Series B Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.4 of Form 8-A (File No. 000-50363), filed October 19, 2006.

4.1†		Form of Certificate for 7.75% Series A Cumulative Redeemable Preferred Stock of Gladstone Commercial Corporation, incorporated by reference to Exhibit 4.1 of Form 8-A (File No. 000-50363), filed on January 19, 2006.

~~10.29†~~4.2†		~~Loan agreement between IXIS Real Estate Capital Inc. and 2525 N Woodlawn Vstrm Wichita KS, LLC, CI05 Clintonville WI LLC and MSI05-3 LLC, dated as~~Form of ~~April 27, 2006,~~Certificate for 7.5% Series B Cumulative Redeemable Preferred Stock of Gladstone Commercial Corporation, incorporated by reference to Exhibit ~~10.29~~4.2 of ~~the Quarterly Report on~~ Form ~~10-Q~~8-A (File No. 000-50363), filed on ~~May 2, 2006.~~

~~10.30†~~		Promissory note between IXIS Real Estate Capital Inc. and 2525 N Woodlawn Vstrm Wichita KS, LLC, CI05 Clintonville WI LLC and MSI05-3 LLC, dated as of April 27, 2006, incorporated by reference to Exhibit 10.30 of the Quarterly Report on Form 10-Q (File No. 000-50363), filed on May 2,October 19, 2006.

10.31†		First Amendment to Amended and Restated Credit Agreement by and among Gladstone Commercial Corporation, Gladstone Commercial Limited Partnership, Branch Banking and Trust Company, and certain other parties, dated as of ~~June~~September 29, 2006, incorporated by reference to Exhibit 10.31 of the Current Report on Form 8-K (File No. 000-50363), filed on ~~June~~September 30, 2006.

10.32†*		Joint Directors Nonqualified Excess Plan of Gladstone Commercial Corporation, Gladstone Capital Corporation and Gladstone Investment Corporations, dated as of July 11, 2006, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K (File No. 000-50363), filed on July 12, 2006.

~~10.33~~		~~Custodial Agreement between Branch Banking and Trust Company of Virginia, as Custodian, and Gladstone Commercial Company, dated as of May 1, 2006.~~

11		Computation of Per Share Earnings ~~from Operations~~ (included in the notes to the ~~audited~~unaudited financial statements contained in this report)

31.1		Certification of Chief Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

~~31 .2~~31.2		Certification of Chief Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

~~32 .1~~32.1		Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

~~32 .2~~32.2		Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.


†		Previously filed and incorporated by reference.

*		Denotes management contract, compensation plan, contract or other arrangement.

5052


	Estimated Amortization		Estimated Amortization
Year	Expense		Expense
2006	$	1,531,828	$	809,317
2007		3,063,656		3,237,268
2008		3,063,656		3,237,268
2009		2,936,016		3,122,392
2010		2,857,669		3,084,100


	June 30, 2006			December 31, 2005			September 30, 2006			December 31, 2005
Real estate:
Land	$	29,802,462		$	20,329,568		$	33,764,113		$	20,329,568
Building		189,579,455			141,660,553			204,082,090			141,660,553
Tenant improvements		5,714,197			3,053,518			5,833,948			3,053,518
Accumulated depreciation		(5,722,987	)		(3,408,878	)		(7,106,263	)		(3,408,878	)

Real estate, net	$	219,373,127		$	161,634,761		$	236,573,888		$	161,634,761


Year	Lease Payments		Lease Payments
2006	$	11,409,615	$	5,912,698
2007		23,045,799		23,725,435
2008		23,421,927		24,122,926
2009		22,713,377		23,429,511
2010		21,981,459		22,706,503
Thereafter		88,865,699		91,805,314


Date of Issuance of	Principal Maturity					Balance Outstanding
															Balance Outstanding
Date of Issuance										Principal Maturity
of Note	Date		Interest Rate			June 30, 2006		December 31, 2005		Date		Interest Rate			September 30, 2006		December 31, 2005
3/16/2005		4/1/2030		6.3300	%	$	3,086,205	$	3,113,102		4/1/2030		6.3300	%	$	3,073,256	$	3,113,102
7/19/2005		8/1/2015		5.2200	%		4,797,876		4,644,859		8/1/2015		5.2200	%		—		4,644,859
8/25/2005		9/1/2015		5.3310	%		21,757,000		21,757,000		9/1/2015		5.3310	%		21,757,000		21,757,000
9/12/2005		9/1/2015		5.2100	%		12,588,000		12,588,000		9/1/2015		5.2100	%		12,588,000		12,588,000
12/21/2005		12/8/2015		5.7107	%		19,456,000		19,456,000		12/8/2015		5.7107	%		19,456,000		19,456,000
2/21/2006		12/1/2013		5.9100	%		9,684,575		—		12/1/2013		5.9100	%		9,652,561		—
2/21/2006		6/1/2014		5.2000	%		20,255,285		—		6/30/2014		5.2000	%		20,180,508		—
3/29/2006		4/1/2016		5.9200	%		17,000,000		—		4/1/2016		5.9200	%		17,000,000		—
4/27/2006		5/5/2016		6.5800	%		14,863,330		—		5/5/2016		6.5800	%		14,808,924		—

						$	123,488,271	$	61,558,961
															$	118,516,249	$	61,558,961


	~~First~~	~~Second~~
~~Our~~	~~Ratings~~	~~Ratings~~
~~System~~	~~Agency~~	~~Agency~~	~~Description (a)~~
8	Ba2	BB	Probability of default during the next ten years is 16% and the expected loss is 3% to 4%

7	Ba3	BB-	Probability of default during the next ten years is 17.8% and the expected loss is 4% to 5%

6	B1	B+	Probability of default during the next ten years is 22% and the expected loss is 5% to 6.5%

5	B2	B	Probability of default during the next ten years is 25% and the expected loss is 6.5% to 8%

4	B3	B-	Probability of default during the next ten years is 27% and the expected loss is 8% to 10%

3	Caa1	CCC+	Probability of default during the next ten years is 30% and the expected loss is 10% to 13.3%


		PAGE
PART I	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)		3

	Consolidated Balance Sheets as of ~~June~~September 30, 2006 and December 31, 2005		3

	Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2006 and 2005		4

	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2006 and 2005		6

	Notes to Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2627

Item 3.	Quantitative and Qualitative Disclosure About Market Risk		4346

Item 4.	Controls and Procedures		4447

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		4548

Item 1A.	Risk Factors		4548

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4649

Item 3.	Defaults Upon Senior Securities		4649

Item 4.	Submission of Matters to a Vote of Security Holders		4649

Item 5.	Other Information		4649

Item 6.	Exhibits		4750

SIGNATURES				4951


				Weighted Average
	Shares			Exercise Price
Options outstanding at December 31, 2005, of which 744,250 shares were exercisable		916,000		$	15.39


Granted		—		$	—
Exercised		(178,901	)	$	15.87
Forfeited		—		$	—
Options outstanding and exercisable at September 30, 2006		737,099		$	15.29


	June 30, 2006
Real estate, net	$	4,815,086
Lease intangibles, net		422,460
Prepaid expenses		11,024
Deferred rent receivable		75,606
Deferred financing costs, net		134,231

Real estate and related assets held for sale, net	$	5,458,407


Mortgage notes payable related to assets held for sale	$	4,797,876


Accounts payable and accrued expenses		107,610
Asset retirement obligation liability		90,771


Accounts payable and other liabilities related to assets held for sale	$	198,381


			Payments Due by Period
									More than 5				Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		Years		Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Long-Term Debt Obligations⁽¹⁾	$	148,350,395	$	736,027	$	32,305,665	$	3,403,485	$	111,905,218	$	154,176,249	$	771,666	$	38,483,015	$	3,499,207	$	111,422,361
Interest on Long-Term Debt Obligations⁽²⁾		59,855,160		6,806,293		13,451,297		13,078,854		26,518,716		58,135,532		6,795,235		13,411,886		13,029,094		24,899,317
Capital Lease Obligations		—		—		—		—		—		—		—		—		—		—
Operating Lease Obligations⁽³⁾		—		—		—		—		—		—		—		—		—		—
Purchase Obligations⁽⁴⁾		2,800,000		2,800,000		—		—		—
Purchase Obligations												—		—		—		—		—
Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under GAAP		—		—		—		—		—		—		—		—		—		—

Total	$	211,005,555	$	10,342,320	$	45,756,962	$	16,482,339	$	138,423,934	$	212,311,781	$	7,566,901	$	51,894,901	$	16,528,301	$	136,321,678


(1)		Long-term debt obligations represent both borrowings under our BB&T line of credit and mortgage notes payble that were outstanding as of ~~June~~September 30, 2006. ~~Long-term debt obligations does not include commitments on mortgage notes in the amount of approximately $4.7 million on our held for sale properties.~~ The line of credit matures in February of 2008.

(2)		Interest on long-term debt obligations does not include interest on our borrowings under our line of ~~credit, or interest in the amount of approximately $1.2 million on mortgage notes on our held for sale properties.~~credit. The balance and interest rate on our line of credit is variable and, thus, the amount of interest can not be calculated for purposes of this table.

(3)		This does not include the portion of the operating lease on office space that is allocated to us by our Adviser in connection with our advisory agreement.

~~(4)~~		~~The purchase obligations reflected in the above table represents commitments outstanding at June 30, 2006 to purchase real estate, of which $2.8 million closed in July of 2006.~~


Nominee	Shares Voted For		Authority Withheld
David A.R. Dullum		7,242,091		97,541
Maurice W. Coulon		7,204,016		135,616
Terry Lee Brubaker		7,234,474		105,158


~~Exhibit~~		~~Description of Document~~
~~32 .1~~32.1		Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

~~32 .2~~32.2		Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.


	Gladstone Commercial Corporation
Date: ~~August 8,~~October 31, 2006	By:	/s/ Harry Brill
		Harry Brill
		Chief Financial Officer