UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2011~~MARCH 31, 2012

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-33097

GLADSTONE COMMERCIAL CORPORATION

(Exact name of registrant as specified in its charter)


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

1521 WESTBRANCH DRIVE, SUITE 200 MCLEAN, VIRGINIA		22102
(Address of principal executive offices)		(Zip Code)

(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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant’s Common Stock, $0.001 par value, outstanding as of ~~November 1, 2011~~April 30, 2012 was 10,945,379.

GLADSTONE COMMERCIAL CORPORATION

FORM 10-Q FOR THE QUARTER ENDED

~~SEPTEMBER 30, 2011~~MARCH 31, 2012

TABLE OF CONTENTS



		PAGE

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010~~2011		3

	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~		4

	Condensed Consolidated Statements of Cash Flows for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~		5

	Notes to Condensed Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2120

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		3734

Item 4.	Controls and Procedures		3835

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		3936

Item 1A.	Risk Factors		3936

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3936

Item 3.	Defaults Upon Senior Securities		3936

Item 4.	~~Removed and Reserved~~Mine Safety Disclosures		3936

Item 5.	Other Information		3936

Item 6.	Exhibits		4037

SIGNATURES			4239

Gladstone Commercial Corporation

Condensed Consolidated Balance Sheets

(Dollars in Thousands, Except Share and Per Share Amounts)

(Unaudited)


	September 30, 2011			December 31, 2010
							March 31, 2012			December 31, 2011
ASSETS
Real estate, at cost	$	420,241		$	401,017		$	452,161		$	442,521
Less: accumulated depreciation		51,119			43,659			56,572			53,784

Total real estate, net		369,122			357,358			395,589			388,737

Lease intangibles, net		31,791			26,747			39,878			37,670
Cash and cash equivalents		2,410			7,062			5,689			3,329
Restricted cash		2,568			2,288			3,054			2,473
Funds held in escrow		4,051			2,621			4,555			4,086
Deferred rent receivable		12,151			10,373
Deferred rent receivable, net								12,666			12,403
Deferred financing costs, net		3,120			3,326			5,540			3,473
Other assets		1,880			834			1,003			976


TOTAL ASSETS	$	427,093		$	410,609		$	467,974		$	453,147


LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Mortgage notes payable	$	266,008		$	259,595		$	282,065		$	285,350
Borrowings under line of credit		9,100			27,000			—			18,700
Deferred rent liability		3,144			2,276
Series C mandatorily redeemable preferred stock, par value $0.001 per share; $25 per share liquidation preference; 1,700,000 shares and no shares authorized; and 1,540,000 shares and no shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively								38,500			—
Deferred rent liability, net								3,593			3,851
Asset retirement obligation liability		3,179			3,063			3,329			3,289
Accounts payable and accrued expenses		1,268			2,683			3,305			1,956
Due to Adviser⁽¹⁾		739			965			1,046			1,188
Other liabilities		4,363			3,652			4,465			3,499


Total Liabilities		287,801			299,234			336,303			317,833


Commitments and contingencies⁽²⁾
STOCKHOLDERS’ EQUITY
Redeemable preferred stock, $0.001 par value; $25 liquidation preference; 2,300,000 shares authorized and 2,150,000 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		2			2
Senior common stock, $0.001 par value; 7,500,000 shares authorized and 59,057 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		—			—
Common stock, $0.001 par value, 40,200,000 shares authorized and 10,945,379 and 8,724,613 shares issued and outstanding at September 30, 2011 and December 31, 2010, respectively		11			9
Series A and B redeemable preferred stock, par value $0.001 per share; $25 per share liquidation preference; 2,300,000 shares authorized and 2,150,000 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively								2			2
Senior common stock, par value $0.001 per share; 7,500,000 shares authorizedand 78,063 and 60,290 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively								—			—
Common stock, par value $0.001 per share, 38,500,000 shares authorized and 10,945,379 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively								11			11
Additional paid in capital		211,508			174,261			211,755			211,553
Notes receivable - employees		(426	)		(963	)		(421	)		(422	)
Distributions in excess of accumulated earnings		(71,803	)		(61,934	)		(79,676	)		(75,830	)


Total Stockholders’ Equity		139,292			111,375			131,671			135,314


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	427,093		$	410,609		$	467,974		$	453,147

⁽¹⁾	Refer to Note 2Related-Party Transactions

⁽²⁾	Refer to Note 7Commitments and Contigencies

The accompanying notes are an integral part of these condensed consolidated financial statements.

Gladstone Commercial Corporation

Condensed Consolidated Statements of Operations

(Dollars in Thousands, Except Per Share Data)

(Unaudited)


	For the three months ended March 31,
	2012			2011
Operating revenues
Rental income	$	12,014		$	10,435
Tenant recovery revenue		86			84

Total operating revenues		12,100			10,519

Operating expenses
Depreciation and amortization		3,904			3,370
Property operating expenses		333			297
Due diligence expense		160			(138	)
Base management fee⁽¹⁾		393			352
Incentive fee⁽¹⁾		899			832
Administration fee⁽¹⁾		310			256
General and administrative		383			454

Total operating expenses before credits from Adviser		6,382			5,423

Credit to incentive fee⁽¹⁾		(585	)		(486	)

Total operating expenses		5,797			4,937

Other income (expense)
Interest income - employee loans		9			10
Other income		18			44
Interest expense		(4,572	)		(4,156	)
Distributions attributable to mandatorily redeemable preferred stock		(457	)		—

Total other expense		(5,002	)		(4,102	)

Net income		1,301			1,480

Distributions attributable to preferred stock		(1,023	)		(1,023	)
Distributions attributable to senior common stock		(19	)		(15	)

Net income available to common stockholders	$	259		$	442

Earnings per weighted average share of common stock - basic & diluted
Income from continuing operations (net of dividends attributable to preferred stock)	$	0.02		$	0.05

Net income available to common stockholders	$	0.02		$	0.05

Weighted average shares of common stock outstanding
Basic		10,945			9,258

Diluted		11,006			9,310

Earnings per weighted average share of senior common stock	$	0.27		$	0.25

Weighted average shares of senior common stock outstanding - basic		70			59

⁽¹⁾	Refer to Note 2Related-Party Transactions

The accompanying notes are an integral part of these condensed consolidated financial statements.

Gladstone Commercial Corporation

~~Consolidated Statements of Operations~~

~~(Dollars in Thousands, Except Per Share Data)~~

~~(Unaudited)~~

   For the three months
ended September 30, For the nine months
ended September 30,
   2011 2010 2011 2010
Operating revenues

Rental income
   $ 11,085    $ 10,209    $ 32,249    $ 31,034
Interest income from mortgage note receivable
   —      44    —      421
Tenant recovery revenue
   88    81    259    246


Total operating revenues
   11,173    10,334    32,508    31,701


Operating expenses

Depreciation and amortization
   3,629    3,280    10,473    9,992
Property operating expenses
   251    263    750    738
Due diligence expense
   201    —      194    21
Base management fee⁽¹⁾
   430    298    1,217    907
Incentive fee⁽¹⁾
   877    1,070    2,549    2,746
Administration fee⁽¹⁾
   242    357    759    808
General and administrative
   381    2,014    1,193    2,837


Total operating expenses before credits from Adviser
   6,011    7,282    17,135    18,049


Credit to incentive fee
   (828 ) —      (1,759 ) (56 )


Total operating expenses
   5,183    7,282    15,376    17,993


Other income (expense)

Interest income - employee loans
   9    37    28    123
Other income
   —      3,310    45    3,318
Interest expense
   (4,251 ) (4,371 ) (12,607 ) (13,028 )


Total other expense
   (4,242 ) (1,024 ) (12,534 ) (9,587 )


Net income
   1,748    2,028    4,598    4,121


Distributions attributable to preferred stock
   (1,023 ) (1,023 ) (3,070 ) (3,070 )
Distributions attributable to senior common stock
   (16 ) (4 ) (46 ) (5 )


Net income available to common stockholders
   $ 709    $ 1,001    $ 1,482    $ 1,046


Earnings per weighted average share of common stock

Basic
   $ 0.07    $ 0.12    $ 0.15    $ 0.12


Diluted
   $ 0.07    $ 0.12    $ 0.15    $ 0.12


Weighted average shares of common stock outstanding

Basic
   10,936    8,563    9,998    8,556


Diluted
   10,988    8,577    10,050    8,561


Earnings per weighted average share of senior common stock
   $ 0.26    $ 0.26    $ 0.78    $ 0.79


Weighted average shares of senior common stock outstanding - basic
   59    16    59    6

⁽¹⁾	~~Refer to Note 2~~~~Related-Party Transactions~~

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Gladstone Commercial Corporation~~

Condensed Consolidated Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)


	For the nine months ended September 30,						For the three months ended March 31,
	2011			2010			2012			2011
Cash flows from operating activities:
Net income	$	4,598		$	4,121		$	1,301		$	1,480
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		10,473			9,992			3,904			3,370
Amortization of deferred financing costs		684			837			320			231
Amortization of deferred rent asset and liability, net		(513	)		(516	)		(168	)		(176	)
Amortization of discount and premium on assumed debt		78			—			16			33
Asset retirement obligation expense		116			108			40			38
(Decrease) increase in other assets		(396	)		358
Decrease (increase) in other assets								73			(44	)
Increase in deferred rent liability		1,626			—			—			988
Increase in deferred rent receivable		(1,051	)		(1,235	)		(354	)		(344	)
(Decrease) increase in accounts payable, accrued expenses, and amount due Adviser		(1,641	)		81
Increase in other liabilities		430			121
Increase (decrease) in accounts payable, accrued expenses, and amount due Adviser								1,208			(626	)
Increase (decrease) in other liabilities								388			(209	)
Leasing commissions paid								(1,101	)		—

Net cash provided by operating activities		14,404			13,867			5,627			4,741


Cash flows from investing activities:
Real estate investments		(16,333	)		(748	)		(11,863	)		(521	)
Leasing commissions paid		—			(7	)
Principal repayments on mortgage notes receivable		—			10,000
Receipts from lenders for funds held in escrow		1,329			1,082			316			187
Payments to lenders for funds held in escrow		(2,759	)		(1,309	)		(785	)		(465	)
Receipts from tenants for reserves		1,649			1,615			726			526
Payments to tenants from reserves		(1,320	)		(1,216	)		(278	)		(30	)
(Increase) decrease in restricted cash		(279	)		27
Increase in restricted cash								(581	)		(445	)
Deposits on future acquisitions		(900	)		—			(100	)		(300	)
Deposits refunded		250			250

Net cash (used in) provided by investing activities		(18,363	)		9,694

Net cash used in investing activities								(12,565	)		(1,048	)

Cash flows from financing activities:
Proceeds from issuance of equity		39,657			1,793			234			15,543
Offering costs		(2,407	)		(150	)		(33	)		(984	)
Proceeds from issuance of mandatorily redeemable preferred stock								38,500			—
Payments for deferred financing costs								(2,387	)		(11	)
Principal repayments on mortgage notes payable		(5,585	)		(1,980	)		(3,302	)		(837	)
Principal repayments on employee notes receivable		537			789			—			531
Borrowings from line of credit		39,374			22,400			13,800			19,200
Repayments on line of credit		(57,274	)		(32,900	)		(32,500	)		(25,300	)
Decrease in security deposits		(50	)		(426	)
Payments for deferred financing costs		(478	)		(254	)
Distributions paid for common, senior common and preferred		(14,467	)		(12,699	)
Increase (decrease) in security deposits								133			(51	)
Distributions paid for common, senior common and preferred stock								(5,147	)		(4,523	)

Net cash used in financing activities		(693	)		(23,427	)
Net cash provided by financing activities								9,298			3,568


Net (decrease) increase in cash and cash equivalents		(4,652	)		134

Net increase in cash and cash equivalents								2,360			7,261
Cash and cash equivalents, beginning of period		7,062			3,096			3,329			7,062


Cash and cash equivalents, end of period	$	2,410		$	3,230		$	5,689		$	14,323


NON-CASH OPERATING, INVESTING AND FINANCING INFORMATION

Fixed rate debt assumed in connection with acquisitions	$	11,921		$	—


Forfeiture of common stock in satisfaction of employee note receivable	$	—		$	244


Senior common dividend issued in the dividend reinvestment program	$	—		$	2		$	1		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

Gladstone Commercial Corporation

Notes to ~~Unaudited~~Condensed Consolidated Financial Statements (Unaudited)

(Dollars in Thousands, Except Share and ~~per~~Per Share Data or Unless Otherwise Indicated)

1. Organization and Significant Accounting Policies

1.	~~Organization and Significant Accounting Policies~~

Gladstone Commercial Corporation, (the “Company”) ~~was incorporated on February 14, 2003 under the General Corporation Law of Maryland. The Company operates in a manner so as to qualify as~~, is a real estate investment trust (“REIT”) ~~for federal income tax purposes and exists~~, that was incorporated under the General Corporation Laws of the State of Maryland on February 14, 2003 primarily for the ~~purposes of engaging in the business~~purpose of investing in ~~real estate properties~~and owning net leased ~~to creditworthy entities~~industrial, commercial and retail real property and selectively making long-term industrial and commercial mortgage ~~loans to creditworthy entities.~~loans. Subject to certain restrictions and limitations, ~~the~~our business ~~of the Company~~ is managed by Gladstone Management Corporation, a Delaware corporation (the “Adviser”).

Subsidiaries

~~The Company conducts~~We conduct substantially all of ~~its~~our operations through a subsidiary, Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Operating Partnership”). As ~~the Company~~we currently ~~owns~~own all of the general and limited partnership interests of the Operating Partnership through GCLP Business Trust I and II, as discussed in more detail below, the financial position and results of operations of the Operating Partnership are consolidated with those of the Company.

Gladstone Commercial Lending, LLC, a Delaware limited liability company (“Gladstone Commercial Lending”) and a subsidiary of ~~the Company,~~ours, 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 Commercial Lending, the financial position and results of operations of Gladstone Commercial Lending are consolidated with those of the Company.

Gladstone Commercial Advisers, Inc., a Delaware corporation (“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~~our real estate portfolio. There ~~have~~has been no such ~~fees~~income 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.

GCLP Business Trust I and GCLP Business Trust II, each a subsidiary and business trust of the Company, were formed under the laws of the Commonwealth of Massachusetts on December 28, 2005. ~~The Company~~We transferred ~~its~~our 99% limited partnership interest in the Operating Partnership to GCLP Business Trust I in exchange for 100 trust shares. 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~~Our 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 in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of ~~the Company’s~~our management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim period have been included. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in ~~the Company’s~~our Form 10-K for the year ended December 31, ~~2010,~~2011, as filed with the Securities and Exchange Commission on ~~March 8, 2011.~~February 28, 2012.

Out of Period Adjustment

During the three months ended March, 31 2011, ~~the Company~~we recorded adjustments to due diligence expense, depreciation and amortization expense and to certain balance sheet accounts in connection with the property ~~the Company~~we acquired in December 2010. As a result of these errors, ~~the Company~~

we understated net income by ~~$250~~$0.3 million for the year ended December 31, 2010, or $0.03 per share. ~~The Company~~We concluded that these adjustments were not material to the 2010 or 2011 results of ~~operations nor are they expected to be material to the full year 2011 results.~~operations. As such, these adjustments were recorded during the three months ended March 31, 2011.

Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles in the United States, or 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.~~periods. Actual results could materially differ from those estimates.

Reclassifications

Certain ~~amounts~~line items on the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows from prior years’ financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported total assets, total liabilities, stockholders’ equity or net ~~income or stockholders’ equity.~~income.

~~Investments in~~ Real Estate and Lease Intangibles

~~The Company records~~We record investments in real estate at cost and ~~capitalizes~~capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset. ~~The Company expenses~~We expense costs of repairs and maintenance as such costs are incurred. ~~The Company computes~~We compute depreciation using the straight-line method over the estimated useful life or 39 years for buildings and improvements, 5 to 7 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~~We account for ~~its~~our acquisitions of real estate in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires that the purchase price of real estate be recorded at fair value and 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, the value of tenant relationships and the value of capital lease obligations, based in each case on their fair values. ASC 805 also requires that all expenses related to the acquisition be expensed as incurred, rather than capitalized into the cost of the acquisition, as had been the previous accounting.

Management’s estimates of fair 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~~We also ~~considers~~consider information obtained about each property as a result of ~~its~~our 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 hypothetical 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 Company allocates~~We allocate 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 was ~~$2,582~~$2.8 million and ~~$7,459~~$2.4 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~respectively, and $2,382 and $7,156 for the three and nine months ended September 30, 2010,~~ 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. When determining the non-cancelable term of the lease, we evaluate if fixed-rate renewal options, if any, should be included. 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. Total amortization related to above-market lease values was ~~$91 and $245~~$0.1 million for both the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and $63 and $190 for the three and nine months ended September 30, 2010,~~ respectively. The capitalized below-market lease values, included in the accompanying condensed consolidated balance ~~sheet~~sheets as part of deferred rent liability, are amortized as an increase to rental income over the remaining non-cancelable terms of the respective leases. Total amortization related to below-market lease values was ~~$269~~$0.3 million and ~~$758~~$0.2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and $231 and $706 for the three and nine months ended September 30, 2010,~~ respectively.

The total amount of the remaining intangible assets acquired, which ~~consist~~consists 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~~our overall relationship with that respective tenant. Characteristics to be considered by management in ~~allocating~~determining 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 ~~the Company’s~~our 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 generally range from 10 to 15 years. The value of customer relationship intangibles, which is the benefit to ~~the Company~~us resulting from the likelihood of an existing tenant renewing its lease, are amortized to expense over the remaining term and any anticipated 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 above-market and below-market lease values, in-place lease values, unamortized lease origination costs and customer relationship intangibles will be immediately charged to the related income or expense. Total amortization expense related to these intangible assets was ~~$1,047~~$1.1 million and ~~$3,014~~$1.0 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~respectively, and $898 and $2,836 for the three and nine months ended September 30, 2010,~~ respectively.

Impairment

~~The Company accounts~~We account for the impairment of real estate, including intangible assets, in accordance with ASC 360-10-35, “Property, Plant, and Equipment,” which requires ~~the Company~~us to periodically review the carrying value of each property to determine if circumstances indicate impairment of the carrying value of the investment ~~exist~~exists or that depreciation periods should be modified. If circumstances support the possibility of impairment, ~~the Company prepares~~we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determines if the investment in such property is recoverable. If impairment is indicated, ~~the Company~~we will write down the carrying value of the property to its estimated fair value.

In light of current economic conditions, ~~the Company evaluates its~~we evaluate our entire portfolio each quarter for any impairment indicators and ~~performed~~perform an impairment analysis on those select properties that ~~had~~have an indication of impairment. In performing the analysis, ~~the Company considered~~we consider such factors as the tenants’ payment history and financial condition, the likelihood of lease renewal, business conditions in the industry in which the tenants operate and whether the fair value of the real estate has decreased. ~~The Company~~We concluded that none of ~~its~~our properties were impaired as of March 31, 2012, and will continue to monitor ~~its~~our portfolio for any indicators that may change this conclusion. There have been no impairments recognized on real estate assets ~~in the Company’s history.~~since inception.

~~Cash and Cash Equivalents~~

The Company considers cash equivalents to be all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase, except that any such investments purchased with funds held in escrow or similar accounts are classified as restricted cash. Items classified as cash equivalents include money-market deposit accounts. The Company’s cash and cash equivalents at September 30, 2011 were held in the custody of three financial institutions, and the Company’s balance at times may exceed federally insurable limits.

~~Restricted Cash~~

Restricted cash consists of security deposits and receipts from tenants for reserves. These funds will be released to the tenants upon completion of agreed upon tasks, as specified in the lease agreements, mainly consisting of maintenance and repairs on the buildings and upon receipt by the Company of evidence of insurance and tax payments. For purposes of the statements of cash flows, changes in restricted cash caused by changes in reserves held for tenants are shown as investing activities. Changes in restricted cash caused by changes in security deposits are reflected in cash from financing activities.

~~Funds Held in Escrow~~

Funds held in escrow consist of funds held by certain of the Company’s lenders for properties held as collateral by these lenders. 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 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 secured financing. ~~The Company~~We made payments of ~~$252~~$2.4 million and ~~$478~~$11 for deferred financing costs during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~respectively, and $193 and $254 for deferred financing cost~~respectively. The payments incurred during the three ~~and nine~~ months ended ~~September 30, 2010, respectively.~~March 31, 2012 were primarily related to the issuance of the 7.125% Series C Term Preferred Stock, the (“Term Preferred Stock”), discussed in further detail in Note 6 “Mandatorily Redeemable Preferred Stock”. Total amortization expense related to deferred financing costs is included in interest expense and was ~~$228~~$0.3 million and ~~$684~~$0.2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~respectively, and $293 and $837 for the three and nine months ended September 30, 2010,~~ respectively.

~~Obligation Under Capital Lease~~

In conjunction with the Company’s acquisition of a building in Fridley, Minnesota in February 2008, the Company acquired a ground lease on the parking lot of the building, which had a purchase obligation to acquire the land under the ground lease at the end of the term in April 2014 for $300. In accordance with ASC 840-10-25, “Leases,” the Company accounted for the ground lease as a capital lease and recorded the corresponding present value of the obligation under the capital lease. The Company recorded total interest expense related to the accretion of the capital lease obligation of $3 and $9 for each of the three and nine months ended September 30, 2011 and 2010, respectively.

Revenue Recognition

Rental revenue includes rents that each tenant pays in accordance with the terms of its respective lease reported evenly over the non-cancelable term of the lease. Most of ~~the Company’s~~our leases contain rental increases at specified intervals. ~~The Company recognizes~~We recognize such revenues on a straight-line basis. Deferred rent receivable in the accompanying condensed consolidated balance sheet includes the cumulative difference between rental revenue, as recorded on a ~~straight line~~straight-line basis, and rents received from the tenants in accordance with the lease terms, along with the capitalized above-market and below-market in-place lease values of certain acquired properties. Accordingly, ~~the Company determines,~~we determine, in ~~its~~our judgment, to what extent the deferred rent

receivable applicable to each specific tenant is collectable. ~~The Company reviews~~We review 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 geographic area in which the property is located. In the event that the collectability of deferred rent with respect to any given tenant is in doubt, ~~the Company records~~we record an allowance for uncollectable accounts or ~~records~~record a direct write-off of the specific rent receivable. No such reserves or direct write-offs have been recorded as of ~~September 30, 2011.~~March 31, 2012.

Tenant recovery revenue includes payments from tenants as reimbursements for franchise taxes, management fees, insurance, and ground lease payments. ~~The Company recognizes~~We recognize tenant recovery revenue in the same periods that it incurs the related expenses.

Comprehensive Income ~~Taxes~~

~~The Company has operated~~For the three months ended March 31, 2012 and ~~intends to continue to operate~~2011, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2011-04 which results in a ~~manner that will allow it to qualify as a REIT under the Internal Revenue Code~~consistent definition 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 that it distributes at least 90% of its REIT 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.

Commercial Advisers is a wholly-owned TRS that is subject to federal and state income taxes. Though Commercial Advisers has had no activity to date, the Company would account for any future income taxes in accordance with the provisions of ASC 740, “Income Taxes.” Under ASC 740-10-25, 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.

~~Asset Retirement Obligations~~

ASC 410, “Asset Retirement and Environmental Obligation,” requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. ASC 410-20-20 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. ASC 410-20-25-6 clarifies when an entity would have sufficient information to reasonably estimate the fair value and common requirements for measurement of ~~an asset retirement obligation. The Company has accrued a liability~~ and ~~corresponding increase to the cost of the related properties~~disclosure about fair value between GAAP and International Financial Reporting Standards, or IFRS. ASU 2011-04 is effective for ~~disposal~~interim and annual periods beginning after December 15, 2011 and as such we have increased our disclosures related to ~~all properties constructed prior~~Level 3 fair value measurement of our mortgage notes payable, in addition to ~~1985 that have, or may have, asbestos present in the building. The liabilities are accreted over the life of the leases for the respective properties.~~other required disclosures. There were no liabilities accrued during the nine months ended September 30, 2011 and 2010, as the properties acquired during these periods were constructed after 1985. The Company also recorded expenses of $39 and $116 during the three and nine months ended September 30, 2011 respectively, and $33 and $108 during the three and nine months ended September 30, 2010, respectively, related ~~to the accretion of the obligation.~~

~~Stock Issuance Costs~~

~~The Company accounts for stock issuance costs in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 5.A, which states that incremental costs directly attributable to a proposed~~impacts on our financial position or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering. Accordingly, the Company records costs incurred related to its ongoing equity offerings to other assets on its consolidated balance sheet and ratably applies these amounts to the cost of equity as stock is issued. If an equity offering is subsequently terminated and there are amounts remaining in other assets that have not been allocated to the cost of the offering, the remaining amounts are recorded as an expense on the consolidated statementresults of operations.

2. Related-Party Transactions

2. ~~Related-Party Transactions~~

~~The Company is~~We are externally managed pursuant to contractual arrangements with ~~its~~our Adviser and Gladstone Administration, LLC (the “Administrator”), which collectively employ all of ~~the Company’s~~our personnel and ~~pay~~pays their salaries, benefits, and general expenses directly. ~~The Company has~~We have an advisory agreement with ~~its~~our Adviser (the “Advisory Agreement”) and an administration agreement with ~~its~~our Administrator (the “Administration

Agreement”). The management services and administrative fees under the Advisory and Administration Agreements are described below. As of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010,~~2011, respectively, ~~$739~~$1.0 million and ~~$965~~$1.2 million were due to the ~~Adviser.~~Adviser and Administrator.

Advisory Agreement

The Advisory Agreement provides for an annual base management fee equal to 2% of ~~the Company’s~~our total stockholders’ equity, less the recorded value of any preferred stock (“common stockholders’ equity”), and an incentive fee based on funds from operations (“FFO”). For both the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~the Company~~we recorded a base management fee of ~~$430 and $1,217, respectively, and for the three and nine months ended September 30, 2010, the Company recorded a base management fee of $298 and $907,~~$0.4 million, respectively.

For purposes of calculating the incentive fee, FFO includes any realized capital gains and capital losses, less any distributions paid on preferred stock and senior common stock, but FFO does not include any unrealized capital gains or losses. The incentive fee rewards the Adviser if ~~the Company’s~~our quarterly FFO, before giving effect to any incentive fee (“pre-incentive fee FFO”), exceeds 1.75%, or 7% annualized (the “hurdle rate”), of total common stockholders’ equity. The Adviser receives 100% of the amount of the pre-incentive fee FFO that exceeds the hurdle rate, but is less than 2.1875% of ~~the Company’s~~our common stockholders’ equity. The Adviser also receives an incentive fee of 20% of the amount of ~~the Company’s~~our pre-incentive fee FFO that exceeds 2.1875% of common stockholders’ equity.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 ~~the Company~~we recorded an incentive fee of ~~$877~~$0.9 million and ~~$2,549,~~$0.8 million, respectively, offset by a credit related to an unconditional, voluntary and irrevocable ~~voluntary~~ waiver issued by the Adviser of ~~$828~~$0.6 million and ~~$1,759,~~$0.5 million, respectively, resulting in a net incentive fee for both the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 of ~~$49 and $790,~~$0.3 million, respectively. For the three and nine months ended September 30, 2010, the Company recorded an incentive fee of $1,070 and $2,746, respectively, offset by a credit related to an unconditional and irrevocable voluntary waiver issued by the Adviser of $0 and $56, respectively, resulting in a net incentive fee for the three and nine months ended September 30, 2010, of $1,070 and $2,690, respectively. TheOur Board of Directors ~~of the Company~~ accepted the Adviser’s offer to waive on a quarterly basis a portion of the incentive fee for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010, respectively~~ in order to support the current level of distributions to ~~the Company’s~~our stockholders. This waiver may not be recouped by the Adviser in the future.

Administration Agreement

Pursuant to the Administration Agreement, ~~the Company pays~~we pay for ~~its~~our allocable portion of the Administrator’s overhead expenses in performing its obligations to ~~the Company,~~us, including, but not limited to, rent and the salaries and benefits of its personnel, including ~~its~~our chief financial officer and treasurer, chief compliance officer, internal counsel, ~~treasurer,~~ investor relations and their respective staffs. ~~The Company’s~~Our allocable portion of expenses is derived by multiplying the Administrator’s total allocable expenses by the percentage of ~~the Company’s~~our total assets at the beginning of each quarter in comparison to the total assets of all companies managed by the Adviser under similar agreements. For both the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~the Company~~we recorded an administration fee of ~~$242 and $759, respectively, and for the three and nine months ended September 30, 2010, the Company recorded an administration fee of $357 and $808,~~$0.3 million, respectively.

Dealer Manager Agreement

In connection with the offering of ~~the Company’s Senior Common Stock~~our senior common stock (see Note ~~6, “~~~~Stockholders’~~8, “Stockholders’ Equity,,” for further details) ~~the Company~~we entered into a Dealer Manager Agreement, dated March 25, 2011 (the “Dealer Manager Agreement”), with Gladstone Securities, LLC (the “Dealer Manager”), pursuant to which the Dealer Manager agreed to act as ~~the Company’s~~our exclusive dealer manager in connection with the offering. The Dealer Manager is an affiliate of ~~the Company,~~ours, as its parent company is controlled by Mr. David Gladstone, ~~the Company’s~~our Chairman and Chief Executive Officer. Pursuant to the terms of the Dealer Manager Agreement, the Dealer Manager is entitled to receive a sales commission in the amount of 7.0% of the gross proceeds of the shares of ~~Senior Common Stock~~senior common stock sold, plus a dealer manager fee in the amount of 3.0% of the gross proceeds of the shares of Senior Common Stock sold. The Dealer Manager, in its sole and absolute discretion, may ~~re-allow~~re-allocate all of its selling commissions attributable to a participating broker-dealer and may also ~~re-allow~~re-allocate a portion of its Dealer Manager fee earned in respect of the proceeds generated by the participating broker-dealer to any participating broker-dealer as a non-accountable marketing allowance. In addition, ~~the Company has~~we have agreed to indemnify the Dealer Manager against various liabilities, including certain liabilities arising under the federal securities laws. ~~The company has not~~We made ~~any~~$21 of payments ~~to date~~during the three months ended March 31, 2012 to the Dealer Manager pursuant to this agreement. There were no payments made during the three months ended March 31, 2011.

3. Earnings per Share of Common Stock

3.	~~Earnings per Share of Common Stock~~

The following tables set forth the computation of basic and diluted earnings per share of common stock for the three ~~and nine~~ months ended ~~September 30, 2011~~March 31, 2012 and ~~2010. The Company~~2011. We computed basic earnings per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~ using the weighted average number of shares outstanding during the periods. Diluted earnings per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ reflects additional shares of common stock, related to our convertible senior common stock, that would have been outstanding if dilutive potential shares of common stock had been issued, as well as an adjustment to net income available to common stockholders as applicable to common stockholders that would result from their assumed issuance.


	For the three months ended September 30,				For the nine months ended September 30,
	2011		2010		2011		2010		For the three months ended March 31,
									2012		2011
Calculation of basic earnings per share of common stock:

Net income available to common stockholders	$	709	$	1,001	$	1,482	$	1,046	$	259	$	442

Denominator for basic weighted average shares of common stock		10,936		8,563		9,998		8,556

Denominator for basic weighted average shares of common stock (in thousands)										10,945		9,258
Basic earnings per share of common stock	$	0.07	$	0.12	$	0.15	$	0.12	$	0.02	$	0.05


Calculation of diluted earnings per share of common stock:

Calculation of diluted earnings per share of comon stock:
Net income available to common stockholders	$	709	$	1,001	$	1,482	$	1,046	$	259	$	442
Add: Income impact of assumed conversion of senior common stock		16		4		46		5		19		15

Net income available to common stockholders plus assumed conversions	$	725	$	1,005	$	1,528	$	1,051	$	278	$	457
Denominator for basic weighted average shares of common stock (in thousands)										10,945		9,258
Effect of convertible senior common stock (in thousands)										61		52

Denominator for basic weighted average shares of common stock		10,936		8,563		9,998		8,556
Effect of convertible senior common stock		52		14		52		5

Denominator for diluted weighted average shares of common stock		10,988		8,577		10,050		8,561

Denominator for diluted weighted average shares of common stock (in thousands)										11,006		9,310

Diluted earnings per share of common stock	$	0.07	$	0.12	$	0.15	$	0.12	$	0.02	$	0.05

4. Real Estate and Intangible Assets

4. ~~Real Estate and Intangible Assets~~

Real Estate

The following table sets forth the components of ~~the Company’s~~our investments in real estate ~~including capitalized leases,~~ as of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010:~~2011:


	September 30, 2011			December 31, 2010			March 31, 2012			December 31, 2011
Real estate:
Land	$	58,146	⁽¹⁾	$	55,158	⁽¹⁾	$	61,308		$	60,602
Building and improvements		349,920			335,576			375,232			367,605
Tenant improvements		12,175			10,283			15,621			14,314
Accumulated depreciation		(51,119	)		(43,659	)		(56,572	)		(53,784	)

Real estate, net	$	369,122		$	357,358		$	395,589		$	388,737

⁽¹⁾	~~Includes land held under a capital lease carried at $1,100.~~

During the ~~nine~~three months ended ~~September 30, 2011, the Company~~March 31, 2012, we acquired ~~two properties,~~one property, which ~~are~~is summarized below:

On April 4, 2011, the Company acquired a 60,000 square foot office building located in Hickory, North Carolina for $10,650, excluding related acquisition expenses of $59. The Company funded this acquisition using borrowings from its line of credit. At closing, the Company was assigned the triple net lease with Fiserv Solutions, Inc., which has a remaining term of approximately nine years. The tenant has two options to extend the lease for additional periods of five years each. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $1,100.

On June 20, 2011, the Company acquired a 78,421 square foot office building located in Springfield, Missouri for $15,850, excluding related acquisition expenses of $55. The Company funded this acquisition through a combination of borrowings from its line of credit and the assumption of $11,584 of mortgage debt on the property. At closing, the Company was assigned the existing triple net lease with T-Mobile USA, Inc., which has a remaining term of approximately ten years. The tenant has three options to extend the lease for additional periods of five years each. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $1,422.

Location
   Acquisition Date    Square Footage    Lease
Term    Renewal Options    Total
Purchase
Price    Acquistion
Expenses    Annualized Straight
Line Rent
Ashburn, VA
   1/25/2012       52,130       15 years       2(5 years each)       $ 10,775       $ 96       $ 989

In accordance with ASC 805, we determined the ~~Company allocated~~fair value of acquired assets and liabilities assumed related to the ~~purchase price of the properties~~property acquired during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 as follows:

   Land    Building    Tenant
Improvements    In-place
Leases    Leasing
Costs    Customer
Relationships    Above
Market
Leases    Carrying
Value of
Assumed
Debt    Premium
on
Assumed
Debt Total
Purchase
Price
Hickory, North Carolina
   $ 1,163       $ 5,567       $ 1,038       $ 736       $ 559       $ 616       $ 971       $ —         $ —      $ 10,650
Springfield, Missouri⁽¹⁾
   1,700       11,626       413       1,174       572       702       —         11,583       (337 ) 15,850


















   $ 2,863       $ 17,193       $ 1,451       $ 1,910       $ 1,131       $ 1,318       $ 971       $ 11,583       $ (337 ) $ 26,500


	Land		Building		Tenant Improvements		In-place Leases		Leasing Costs		Customer Relationships		Total Purchase Price
Ashburn, Virginia	$	706	$	6,551	$	1,307	$	804	$	908	$	499	$	10,775

Below is a summary of the total revenue and net income recognized on the property acquired during the three months ended March 31, 2012:


Location	Acquisition Date		Rental revenue for the three months ended March 31, 2012		Net income for the three months ended March 31, 2012⁽¹⁾
Ashburn, VA		1/25/2012	$	183	$	116

⁽¹⁾	~~The Company paid $4.3 million in cash for this property, the remaining $11.6 million was funded with the assumed mortgaged debt.~~ Does not include interest expense or acquisition related costs that are required to be expensed under ASC 805.

The weighted average amortization period for the intangible assets acquired during the ~~nine~~three months ended ~~September 30, 2011,~~March 31, 2012, were as follows:


Intangible assets	Years
In-place leases		~~9.4~~15.0
Leasing costs		~~9.4~~15.0
Customer relationships		~~17.5~~
~~Above market leases~~		~~8.8~~20.0

All intangible assets		~~11.9~~16.7

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses, for the remainder of ~~2011~~2012 and each of the five succeeding fiscal years and thereafter is as follows:


Year	Tenant Lease Payments		Tenant Lease Payments
Three months ending December 31, 2011	$	10,550
2012		42,316
Nine months ending December 31, 2012			$	34,553
2013		37,936		42,494
2014		33,884		39,280
2015		29,865		35,518
2016		25,423		31,197
2017				28,980
Thereafter		164,174		185,140

In accordance with the lease terms, substantially all tenant expenses are required to be paid by the tenant; however, ~~the Company~~we would be required to pay property taxes on the respective properties ~~and ground lease payments on the property located in Tulsa, Oklahoma,~~ in the event the ~~tenant fails~~tenants fail to pay them. The total annualized property taxes for all properties ~~held~~owned by ~~the Company~~us at ~~September 30, 2011 was $6,900, and the total annual ground lease payments on the property located in Tulsa, Oklahoma was $153.~~March 31, 2012 were $7.7 million.

On ~~January 31, 2011, the Company~~February 13, 2012, we extended the lease with ~~its~~the tenant occupying ~~its properties~~our property located in ~~Decatur, Georgia, Lawrenceville, Georgia, Snellville, Georgia, Covington, Georgia, and Conyers, Georgia.~~South Hadley, Massachusetts. The lease covering ~~all of these properties~~this property was extended for an additional ~~five year~~one-year period, ~~thereby extending the lease until December 2031.~~

through January 2013. The lease was originally set to expire in ~~December 2026.~~February 2012. The lease provides for annual rents of approximately $0.3 million. Furthermore, the lease grants the tenant one option to extend the lease for an additional year.

On February 14, 2012, we extended the lease with the tenant occupying our property located in San Antonio, Texas. The lease covering this property was extended for an additional eight-year period, through November 2021. The lease was originally set to expire in February 2014. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of ~~$1,616.~~approximately $0.8 million. Furthermore, the lease grants the tenant ~~four~~two options to extend the lease for a period of five years each. In connection with the extension of the lease and the modification of certain terms under the lease, ~~the~~we provided a tenant allowance of $0.6 million, payable over two years, and paid ~~$750 to the Company.~~$0.3 million in leasing commissions.

On May 15, 2011, the Company re-leased its previously vacant building located in South Hadley, Massachusetts for a period of six months, and the tenant has a three-month extension option. The tenant exercised its three-month extension option in September 2011 and the lease now expires in February ~~2012.~~

~~On June 23, 2011, the Company~~27, 2012, we extended the lease with ~~its~~the tenant occupying ~~its properties~~our property located in ~~Angola, Indiana~~Roseville, Minnesota. The new lease covers approximately one-third of this property and ~~Rock Falls, Illinois. The lease covering these properties~~ was extended for an additional ~~three~~five year period, ~~thereby extending the lease until August 2023.~~through December 2017. The lease was originally set to expire in ~~August 2020.~~December 2012. The tenant in this property will pay rent on the entire building through the end of 2012, and we continue to search for new tenants to lease the remainder of the building. The new lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of ~~$345.~~$2.9 million for the remainder of 2012 and annualized straight line rents beginning in 2013 of $1.2 million. Furthermore, the lease grants the tenant ~~three options~~one option to extend the lease for a period of five years. In connection with the extension of the lease and the modification of certain terms under the lease, we provided a tenant allowance of $0.4 million, payable over two years, ~~each.~~and paid $0.8 million in leasing commissions.

Intangible Assets

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


	September 30, 2011					December 31, 2010
	Lease Intangibles		Accumulated Amortization			Lease Intangibles		Accumulated Amortization			March 31, 2012					December 31, 2011
											Lease Intangibles		Accumulated Amortization			Lease Intangibles		Accumulated Amortization
In-place leases	$	21,879	$	(9,750	)	$	17,011	$	(8,362	)	$	25,424	$	(10,649	)	$	24,620	$	(10,181	)
Leasing costs		12,160		(5,405	)		10,764		(4,685	)		17,034		(5,971	)		15,013		(5,663	)
Customer relationships		19,429		(6,522	)		17,636		(5,617	)		21,224		(7,184	)		20,725		(6,844	)

	$	53,468	$	(21,677	)	$	45,411	$	(18,664	)	$	63,682	$	(23,804	)	$	60,358	$	(22,688	)

The estimated aggregate amortization expense for the remainder of ~~2011~~2012 and each of the five succeeding fiscal years and thereafter is as follows:


Year	Estimated Amortization Expense		Estimated Amortization Expense
Three months ending December 31, 2011	$	1,810
2012		6,054
Nine months ending December 31, 2012				4,324
2013		3,360		4,737
2014		3,090		4,234
2015		2,700		3,841
2016		2,131		3,253
2017				3,088
Thereafter		12,646		16,401

5. ~~Mortgage Notes Payable and Line of Credit~~

~~The Company’s~~5. Mortgage Notes Payable and Line of Credit

Our mortgage notes payable and line of credit (the “Line of Credit”) as of ~~September 30, 2011~~March 31, 2012 and December 31, ~~2010~~2011 are summarized below:


									Principal Balance Outstanding						Date of Issuance/ Assumption		Principal Maturity Date				Stated Interest Rate at March 31, 2012⁽¹⁾				Principal Balance Outstanding
	Date of Issuance/ Assumption		Principal Maturity Date			Stated Interest Rate at September 30, 2011⁽¹⁾			September 30, 2011			December 31, 2010								March 31, 2012						December 31, 2011
Fixed-Rate Mortgage Notes Payable:															Date of Issuance/ Assumption		Principal Maturity Date
																09/15/08		10/01/12	⁽²⁾		Stated Interest Rate at March 31, 2012⁽¹⁾		4.76	%		$	45,233		$	45,233
		09/15/08		10/01/12	⁽²⁾		4.76	%	$	45,233		$	48,015			02/21/06		12/01/13				5.91	%			8,799			8,845
		02/21/06		12/01/13			5.91	%		8,890			9,022			02/21/06		06/30/14				5.20	%			18,242			18,345
		02/21/06		06/30/14			5.20	%		18,446			18,740			08/25/05		09/01/15				5.33	%			20,342			20,431
		08/25/05		09/01/15			5.33	%		20,488			20,771			09/12/05		09/01/15				5.21	%			11,970			12,019
		09/12/05		09/01/15			5.21	%		12,051			12,209			12/21/05		12/08/15				5.71	%			18,375			18,448
		12/21/05		12/08/15			5.71	%		18,495			18,728			09/06/07		12/11/15				5.81	%			4,199			4,219
		09/06/07		12/11/15			5.81	%		4,231			4,292			03/29/06		04/01/16				5.92	%			16,821			16,871
		03/29/06		04/01/16			5.92	%		16,904			17,000			04/27/06		05/05/16				6.58	%			13,328			13,409
		04/27/06		05/05/16			6.58	%		13,462			13,720			08/29/08		06/01/16				6.80	%			5,982			6,019
		08/29/08		06/01/16			6.80	%		6,044			6,162			06/20/11		06/30/16				6.08	%			11,464			11,505
		06/20/11		06/30/16			6.08	%		11,546			—			11/22/06		12/01/16				5.76	%			13,711			13,761
		11/22/06		12/01/16			5.76	%		13,794			13,954			12/22/06		01/01/17				5.79	%			20,961			21,037
		12/22/06		01/01/17			5.79	%		21,087			21,330			02/08/07		03/01/17				6.00	%			13,775			13,775
		02/08/07		03/01/17			6.00	%		13,775			13,775			06/05/07		06/08/17				6.11	%			14,240			14,240
		06/05/07		06/08/17			6.11	%		14,240			14,240			10/15/07		11/08/17				6.63	%			15,227			15,278
		10/15/07		11/08/17			6.63	%		15,311			15,474			11/18/11		11/01/18				4.50	%			4,328			4,352
		12/15/10		12/10/26			6.63	%		10,470			10,795			12/06/11		12/06/19				6.00	%			8,438			8,500
		03/16/05		04/01/30			6.33	%		2,400			2,642			10/28/11		11/01/21				6.00	%			7,158			7,190
																12/15/10		12/10/26				6.63	%			10,300			10,402
																03/16/05		04/01/30				6.33	%			—			2,314

Contractual Fixed-Rate Mortgage Notes Payable:									$	266,867		$	260,869												$	282,893		$	286,193


Premiums and Discounts, net:										(859	)		(1,274	)												(828	)		(843	)


Total Fixed-Rate Mortgage Notes Payable:									$	266,008		$	259,595												$	282,065		$	285,350


Variable-Rate Line of Credit:		12/28/10		12/27/13			LIBOR +3.00	%	$	9,100		$	27,000			12/28/10		12/27/13				LIBOR+2.75	%		$	—		$	18,700


Total Mortgage Notes Payable and Line of Credit									$	275,108		$	286,595												$	282,065		$	304,050

⁽¹⁾	The weighted average interest rate on all debt outstanding at ~~September 30, 2011~~March 31, 2012 was approximately ~~5.64%~~5.72%.

⁽²⁾	This note has ~~three~~one annual extension ~~options,~~option remaining, which gives the Company the ability to extend the term of the note until October 1, 2013. ~~Two of these options have been exercised.~~

Mortgage Notes Payable

As of ~~September 30, 2011, the Company~~March 31, 2012, we had 1820 fixed-rate mortgage notes payable, collateralized by a total of 5658 properties. The parent company has limited recourse liabilities that could result from any one or more of the following circumstances: a borrower voluntarily filing for bankruptcy, improper conveyance of a property, fraud or material misrepresentation, misapplication or misappropriation of rents, security deposits, insurance proceeds or condemnation proceeds, or physical waste or damage to the property resulting from a borrower’s gross negligence or willful misconduct. ~~The Company~~We will also indemnify lenders against claims resulting from the presence of hazardous substances or activity involving hazardous substances in violation of environmental laws on a property. The weighted-average interest rate on the mortgage notes payable as of ~~September 30, 2011~~March 31, 2012 was ~~5.71%~~5.72%.

~~The Company~~We had ~~$45,233~~$45.2 million of balloon principal payments maturing under one of ~~its~~our long-term mortgages in 2011; however, the mortgage has two annual extension options through 2013, and ~~the Company~~we exercised one of these options on September 30, 2011. In connection with the exercise of the option, the interest rate reset from 4.58% to 4.76% through September 30, 2012. At the time of notification of the extension, ~~the Company~~we remitted a fee of 0.25% of the outstanding principal balance, or approximately ~~$113,~~$0.1 million, which is

recorded as a deferred financing cost in ~~the Company’s~~our condensed consolidated balance sheet. ~~The Company~~We also

remitted a certification to the lender that ~~its~~our aggregate debt service coverage ratio is not less than 1.2, thus ~~the Company was~~we were in compliance with all covenants under the mortgage loan. The interest rate for the one additional extension period will adjust based upon the ~~1-year~~one-year swap rate at the time of extension and a fixed spread of 4.41%. and we would be required to remit another fee of 0.25% of the current outstanding principal balance.

On February 1, 2012, we repaid in full the mortgage on our property located in Canton, North Carolina in the amount of $2.3 million. We did not incur any prepayment penalties associated with the early repayment. The original maturity date of this mortgage was April 2030.

The fair value of all fixed-rate mortgage notes payable outstanding as of ~~September 30, 2011~~March 31, 2012 was ~~$256,879,~~$274.8 million, as compared to the carrying value stated above of ~~$266,008.~~$282.9 million. We evaluate the underlying collateral of the mortgage notes payable to ascertain the fair value of the collateral is not impaired. The fair value is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimate of market interest rates on long-term debt with comparable terms. The fair value was calculated using Level 3 inputs of the hierarchy established by ASC 820, “Fair Value Measurements and Disclosures”.

Scheduled principal payments of mortgage notes payable for the remainder of ~~2011,~~2012 and each of the five succeeding fiscal years and thereafter are as follows:


Year	Scheduled principal payments			Scheduled principal payments
Three months ending December 31, 2011	$	715
2012		49,190	⁽¹⁾
Nine months ending December 31, 2012				$	48,281	⁽¹⁾
2013		12,793			12,850
2014		21,439			21,475
2015		55,282			55,294
2016		58,850			58,854
2017					61,774
Thereafter		68,598			24,365

	$	266,867		$	282,893

⁽¹⁾	The $45.2 million mortgage note issued in September 2008 was extended onto September 30, ~~2011 for an additional year. The Company expects~~2012. We expect to exercise the additional option to extend the maturity date until October 2013.

Line of Credit

In December 2010, ~~the Company~~we procured a ~~$50,000 line~~$50.0 million Line of ~~credit~~Credit (with Capital One, N.A. serving as a revolving lender, a letter of credit issuer and an administrative agent and Branch Banking and Trust Company serving as aan additional revolving lender and a letter of credit issuer), which matures on December 28, 2013. The ~~line~~Line of ~~credit provides~~Credit originally provided for a senior secured revolving credit facility of up to ~~$50,000~~$50.0 million with a standby letter of credit sublimit of up to ~~$20,000. The line~~$20.0 million. On January 31, 2012, the Line of Credit was expanded to $75.0 million and Citizens Bank of Pennsylvania was added as a revolving lender and letter of credit ~~may, upon satisfaction~~issuer. Currently, seven of ~~certain conditions, be expanded up to $75,000. Currently, nine of the Company’s~~our properties are pledged as collateral under ~~its line~~our Line of ~~credit.~~Credit. The interest rate per annum applicable to the ~~line~~Line of ~~credit~~Credit is equal to the London Interbank Offered Rate, or LIBOR, plus an applicable margin of up to 3.00%, depending upon ~~the Company’s~~our leverage. The leverage ratio used in determining the applicable margin for interest on the ~~line~~Line of ~~credit~~Credit is recalculated quarterly. ~~The Company is~~We are subject to an annual maintenance fee of 0.25% per year. ~~The Company’s~~Our ability to access this source of financing is subject to its continued ability to meet customary lending requirements, such as compliance with financial and operating covenants and its meeting certain lending limits. One such covenant requires ~~the Company~~us to limit distributions to ~~its~~our stockholders to 95% of our FFO, with acquisition-related costs required to be

expensed under ASC 805 added back to FFO. In addition, the maximum amount ~~the Company~~we may draw under this agreement is based on a percentage of the value of properties pledged as collateral to the banks, which must meet agreed upon eligibility standards.

If and when long-term mortgages are arranged for these pledged properties, the banks will release the properties from the ~~line~~Line of ~~credit~~Credit and reduce the availability under the ~~line~~Line of ~~credit~~Credit by the advanced amount of the released property. Conversely, as ~~the Company purchases~~we purchase new properties meeting the

eligibility standards, itwe may pledge these new properties to obtain additional availability under this agreement. The availability under the ~~line~~Line of ~~credit~~Credit will also be reduced by letters of credit used in the ordinary course of business. ~~The Company~~We may use the advances under the ~~line~~Line of ~~credit~~Credit for both general corporate purposes and the acquisition of new investments.

At ~~September 30, 2011,~~March 31, 2012, there was ~~$9,100~~$0 outstanding under the ~~line~~Line of ~~credit at an interest rate of 3.2%~~Credit and ~~$5,050~~$6.1 million outstanding under letters of credit at a weighted average interest rate of ~~3.0%~~2.8%. At ~~September 30, 2011,~~March 31, 2012, the maximum amount ~~the Company~~we may draw was ~~$45,483, leaving a remaining borrowing capacity available under the line of credit of $31,333. The Company was~~$22.1 million. We were in compliance with all covenants under the ~~line~~Line of ~~credit~~Credit as of ~~September 30, 2011.~~March 31, 2012. The amount outstanding on the ~~line~~Line of ~~credit~~Credit as of ~~September 30, 2011~~March 31, 2012 approximates fair value, because the debt is ~~short-term~~short-term.

6. Mandatorily Redeemable Preferred Stock

On February 1, 2012, we completed a public offering of 1,400,000 shares of 7.125% Series C Term Preferred Stock, par value $0.001 per share (“Term Preferred Stock”), at a public offering price of $25.00 per share. Gross proceeds of the offering totaled $35.0 million and ~~variable rate.~~net proceeds, after deducting underwriting discounts and offering expenses borne by us, were $33.3 million and were used to repay a portion of outstanding borrowings under our Line of Credit, for acquistions of real estate and working capital. On February 8, 2012, the underwriters notified us of their intent to exercise their option to purchase an additional 140,000 shares of Term Preferred Stock to cover over-allotments, which resulted in additional gross proceeds of $3.5 million and net proceeds, after deducting underwriting discounts, of $3.4 million. The Term Preferred Stock is traded under the ticker symbol GOODN on the NASDAQ. The Term Preferred Stock is not convertible into our common stock or any other security of ours. Generally, we may not redeem shares of the Term Preferred Stock prior to January 31, 2016, except in limited circumstances to preserve our status as a REIT. On or after January 31, 2016, we may redeem the shares at a redemption price of $25 per share, plus any accumulated and unpaid dividends to and including the date of redemption. The shares of the Term Preferred Stock have a mandatory redemption date of January 31, 2017. We incurred $1.8 million in total offering costs related to these transactions, which have been recorded as deferred financing fees on theCondensed Consolidated Balance Sheet and will be amortized over the redemption period ending January 31, 2017.

The Term Preferred Stock will be recorded as liability in accordance with ASC 480, “Distinguishing Liabilities from Equity,” which states that mandatorily redeemable financial instruments should be classified as liabilities and therefore the related dividend payments are treated as a component of interest expense in the statement of operations.

7. Commitments and Contingencies

Ground Leases

We are obligated as lessee under three ground leases. Future minimum rental payments due under the terms of these leases as of March 31, 2012 are as follows:

6.	~~Stockholders’ Equity~~


					For the year ended December 31,
Location	Lease End Date		For the nine months ending December 31, 2012		2013		2014		2015		2016		2017		Thereafter
Tulsa, OK		Dec-12	$	114	$	153	$	153	$	153	$	153	$	153	$	534
Springfield, MA		Feb-30		64		86		86		86		86		88		1,154
Dartmouth, MA		May-36		131		174		174		174		174		174		3,648

8. Stockholders’ Equity

The following table summarizes the changes in our stockholders’ equity for the ~~nine~~three months ended ~~September 30,~~March 31, 2012:


	Preferred Stock		Senior Common Stock		Common Stock		Capital in Excess of Par Value		Notes Receivable from Employees			Distributions in Excess of Accumulated Earnings			Total Stockholders’ Equity
Balance at December 31, 2011	$	2	$	—	$	11	$	211,553	$	(422	)	$	(75,830	)	$	135,314

Issuance of senior common stock and common stock, net		—		—		—		202		—			—			202
Repayment of principal on employee notes receivable		—		—		—		—		1			—			1
Distributions declared to common, senior common and preferred stockholders		—		—		—		—		—			(5,147	)		(5,147	)
Net income		—		—		—		—		—			1,301			1,301

Balance at March 31, 2012	$	2	$	—	$	11	$	211,755	$	(421	)	$	(79,676	)	$	131,671

Distributions

Our Board of Directors declared the following distributions per share for the three months ended March 31, 2012 and 2011:

   Preferred
Stock    Senior
Common
Stock    Common
Stock    Capital in
Excess of
Par Value    Notes
Receivable
from
Employees Distributions
in Excess of
Accumulated
Earnings Total
Stockholders’
Equity











Balance at December 31, 2010
   $ 2       $ —         $ 9       $ 174,261       $ (963 ) $ (61,934 ) $ 111,375










Issuance of common stock, net
   —         —         2       37,247       —      —      37,249
Repayment of principal on employee notes receivable
   —         —         —         —         537    —      537
Distributions declared to common, senior common and preferred stockholders
   —         —         —         —         —      (14,467 ) (14,467 )
Net income
   —         —         —         —         —      4,598    4,598










Balance at September 30, 2011
   $ 2       $ —         $ 11       $ 211,508       $ (426 ) $ (71,803 ) $ 139,292


	For the three months ended March 31,
	2012		2011
Common Stock	$	0.375	$	0.375
Senior Common Stock	$	0.2625	$	0.2625
Series A Preferred Stock	$	0.4843749	$	0.4843749
Series B Preferred Stock	$	0.4688	$	0.4688
Series C Preferred Stock	$	0.296875	$	—

Recent Activity

We have an open market sale agreement, or the Open Market Sale Agreement, with Jefferies & Company, Inc., or Jefferies, under which we may, from time to time, offer to sell shares of our common stock with an aggregate sales price of up to $25.0 million on the open market through Jefferies, as agent, or to Jefferies, as principal. As of March 31, 2012, we had sold 192,365 shares with net proceeds of $3.4 million, and have a remaining capacity to sell up to $21.6 million of common stock under the Open Market Sale Agreement with Jefferies. There were no sales under the Open Market Sale Agreement during the three months ended March 31, 2012.

In March 2011, we commenced an offering of an aggregate of 3,500,000 shares of our senior common stock, par value $0.001 per share, at a price to the public of $15.00 per share, of which 3,000,000 shares are intended to be offered pursuant to the primary offering and 500,000 shares are intended to be offered pursuant to our senior common distribution reinvestment plan (the “DRIP”). We, however, reserve the right to reallocate the number of shares being offered between the primary offering and the DRIP. To date we have sold 19,006 shares of senior common stock in this ongoing offering.

Notes to Employees

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


Date Issued	Number of Options Exercised		Strike Price of Options Exercised		Amount of Promissory Note Issued to Employees		Outstanding Balance of Employee Loans at September 30, 2011		Outstanding Balance of Employee Loans at December 31, 2010		Maturity Date of Note	Interest Rate on Note			Number of Options Exercised		Strike Price of Options Exercised		Amount of Promissory Note Issued to Employees		Outstanding Balance of Employee Loans at March 31, 2012		Outstanding Balance of Employee Loans at December 31, 2011		Maturity Date of Note		Interest Rate on Note

Sep 2004		25	$	15.00	$	375	$	15	$	20	Sep 2013		5.00	%		25	$	15.00	$	375	$	10	$	11		Sep 2013		5.00	%
Apr 2006		12		16.10		193		4		5	Apr 2015		7.77	%		12		16.10		193		4		4		Apr 2015		7.77	%
May 2006		50		16.85		843		—		531	May 2016		7.87	%
May 2006		2		16.10		32		32		32	May 2016		7.87	%		2		16.10		32		32		32		May 2016		7.87	%
Nov 2006		25		15.00		375		375		375	Nov 2015		8.15	%		25		15.00		375		375		375		Nov 2015		8.15	%

																64			$	975	$	421	$	422
		114			$	1,818	$	426	$	963

In accordance with ASC 505-10-45-2, “Equity,” receivables from employees for the issuance of capital stock to employees prior to the receipt of cash payment should be reflected in the balance sheet as a reduction to stockholders’ equity. Therefore, these notes were recorded as full recourse loans to employees and are included in the equity section of the accompanying condensed consolidated balance sheets. As of ~~September 30, 2011,~~March 31, 2012, each loan maintained its full recourse status.

9. Pro Forma Financial Information

~~The Company’s Board of Directors declared the following distributions per share for~~We acquired one property during the three ~~and nine~~ months ended ~~September 30, 2011 and 2010:~~March 31, 2012. The following table reflects pro-forma condensed consolidated statements of operations as if the property was acquired as of the beginning of the periods presented:

   For the three months ended
September 30,    For the nine months ended
September 30,
   2011    2010    2011    2010
Common Stock
   $ 0.375       $ 0.375       $ 1.125       $ 1.125
Senior Common Stock
   $ 0.2625       $ 0.2625       $ 0.7875       $ 0.5250
Series A Preferred Stock
   $ 0.4843749       $ 0.4843749       $ 1.4531247       $ 1.4531247
Series B Preferred Stock
   $ 0.4688       $ 0.4688       $ 1.4063       $ 1.4063


	For the three months ended March 31,
	2012			2011
Operating Data:
Total operating revenue	$	12,167		$	10,769
Total operating expenses		(5,852	)		(5,146	)
Other expense		(5,017	)		(4,156	)

Net income		1,298			1,467
Dividends attributable to preferred and senior common stock		(1,042	)		(1,039	)

Net income available to common stockholders	$	256		$	428

Share and Per Share Data:
Basic earnings per share of common stock	$	0.02		$	0.05
Diluted earnings per share of common stock	$	0.02		$	0.05
Weighted average shares outstanding-basic		10,945			9,258
Weighted average shares outstanding-diluted		11,006			9,310

10. Subsequent Events

On ~~February 2, 2011,~~April 5, 2012, through wholly-owned subsidiaries, we borrowed $19.0 million pursuant to a long-term note payable from KeyBank National Association, which is collateralized by security interests in four of our properties. The note accrues interest at a rate of 6.1% per year and we may not repay this note prior to the ~~Company sold 725,000 shares~~last three months of ~~its common stock at $18.35 per share in an underwritten public offering~~the term, or we would be subject to a substantial prepayment penalty. The note has a maturity date of ~~its common stock. The Company also granted the underwriters a 30-day option~~May 1, 2022. We intend to purchase up to 108,750 shares of common stock on the same terms and conditions to cover over-allotments. On February 11, 2011, the underwriters exercised their option to purchase an additional 108,750 shares of common stock. The net proceeds, including the over-allotment, after deducting the underwriting discount and offering expenses were $14,325. The Company useduse the proceeds offrom the ~~offering to repay a portion of the outstanding balance under its line of credit~~note for future acquisitions and ~~for general corporate purposes.~~working capital.

On June 15, 2011, the Company sold 1,200,000 shares of its common stock at $17.55 per share in an underwritten public offering of its common stock. The Company also granted the underwriters a 30-day option to purchase up to 180,000 shares of common stock on the same terms and conditions to cover over- allotments. On July 6, 2011, the underwriters exercised their option to purchase an additional 174,000 shares of common stock. The net proceeds, including the over-allotment, after deducting the underwriting discount and offering expenses were $22,705. The Company used the proceeds of the offering to repay a portion of the outstanding balance under its line of credit and for general corporate purposes.

The Company has an open market sale agreement, or the Open Market Sale Agreement, with Jefferies & Company, Inc., or Jefferies, under which it may, from time to time, offer to sell shares of its common stock with an aggregate sales price of up to $25,000 on the open market through Jefferies, as agent, or to Jefferies, as principal. As of September 30, 2011, the Company had sold 192,365 shares with net proceeds of $3,400, and has a remaining capacity to sell up to $21,600 of common stock under the Open Market Sale Agreement with Jefferies. The program was not utilized during 2011.

On March 28, 2011, the Company commenced an offering of an aggregate of 3,500,000 shares of its senior common stock, par value $0.001 per share, at a price to the public of $15.00 per share, of which 3,000,000 shares are intended to be offered pursuant to the primary offering and 500,000 shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”). The Company, however, reserves the right to reallocate the number of shares being offered between the primary offering and the DRIP. To date the Company has not sold any shares of senior common stock in this ongoing offering.

7. ~~Subsequent Events~~

~~On October~~April 11, ~~2011, the Company’s~~2012, our Board of Directors declared the following monthly distributions:

Common Stock Cash Distributions

Record Date
   Payment Date    Distribution
per Share
October 21, 2011
   October 31, 2011    $ 0.125
November 17, 2011
   November 30, 2011    $ 0.125
December 21, 2011
   December 30, 2011    $ 0.125
Senior Common Stock Cash Distributions

Payable to the Holders or Record During the Month of:
   Payment Date    Distribution
per Share
October
   November 7, 2011    $ 0.0875
November
   December 7, 2011    $ 0.0875
December
   January 9, 2012    $ 0.0875
Series A Preferred Stock Cash Distributions

Record Date
   Payment Date    Distribution
per Share
October 21, 2011
   October 31, 2011    $ 0.1614583
November 17, 2011
   November 30, 2011    $ 0.1614583
December 21, 2011
   December 30, 2011    $ 0.1614583
Series B Preferred Stock Cash Distributions

Record Date
   Payment Date    Distribution
per Share
October 21, 2011
   October 31, 2011    $ 0.15625
November 17, 2011
   November 30, 2011    $ 0.15625
December 21, 2011
   December 30, 2011    $ 0.15625


Record Date	Payment Date		Common Stock Distributions per Share		Series A Preferred Distributions per Share		Series B Preferred Distributions per Share		Series C Preferred Distributions per Share
April 20, 2012		April 30, 2012	$	0.125	$	0.1614583	$	0.15625	$	0.1484375
May 18, 2012		May 31, 2012	$	0.125	$	0.1614583	$	0.15625	$	0.1484375
June 20, 2012		June 29, 2012	$	0.125	$	0.1614583	$	0.15625	$	0.1484375

~~On October 20, 2011, the Company acquired a 25,000 square foot office building located~~


Senior Common Stock Distributions
Payable to the Holders or Record During the Month of:	Payment Date	Distribution per Share
April	May 7, 2012	$	0.0875
May	June 7, 2012	$	0.0875
June	July 6, 2012	$	0.0875

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Boston Heights, Ohio for $4,375, excluding related acquisition expenses of $53. The Company funded this acquisition using borrowings from its line of credit. The property was a new build-to-suit for Paychex North America, a subsidiary of Paychex, Inc. The tenant has leased the property for ten yearsThousands, Except Share and has three options to renew the lease for additional periods of three years each. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $377.Per Share Data or Unless Otherwise Indicated)

On October 28, 2011, the Company acquired a 60,111 square foot office building located in Parsippany, New Jersey for $11,100, excluding related acquisition expenses of $316. The Company funded this acquisition through a combination of borrowings from its line of credit and the issuance of $7,200 of mortgage debt on the property. The tenant has leased the property for 15 years and has one option to renew the lease for an additional period of three years. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $1,108.

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

All statements contained herein, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements. For further information about these and other factors that could affect our future results, please see the captions titled “Risk Factors” in this report and in our Annual Report on Form 10-K for the year ended December 31, ~~2010.~~2011. We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q, or Report.

All references to “we,” “our,” “us” and the “Company” in this Report mean Gladstone Commercial Corporation and its consolidated subsidiaries, except where it is made clear that the term means only Gladstone Commercial Corporation.

OVERVIEW

General

We ~~were~~are a real estate investment trust, or REIT, that was incorporated under the General Corporation Law of the State of Maryland on February 14, 2003, primarily for the purpose of investing in and owning net leased industrial, commercial and ~~commercial~~retail real property and selectively making long-term industrial and commercial mortgage loans. ~~Most of our~~Our portfolio of real estate is leased to a wide cross section of tenants ranging from small businesses to large public companies, many of which are corporations that do not have publicly-rated debt. We have historically 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 and built in rental rate increases. 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. 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 currently own 6973 properties totaling ~~7.0~~7.1 million square feet, which have a total gross and net carrying value, including intangible assets, of ~~$489.2~~$515.8 million and ~~$416.4~~$435.5 million, respectively. We do not currently have any mortgage loans outstanding.

Business Environment

The United States continues to feel the lingering impact of the recession that began in late 2007; while the unemployment rate has decreased over the last several months, it still remains ~~stubbornly high,~~higher than pre-recessionary levels. In addition, housing starts ~~are~~remain low, there continues to be a large inventory of homes that need to be sold, and the economic situation in Europe will need to ~~improve~~further stabilize for the economy to fully recover. As a result, conditions within the U.S. capital markets generally, and the U.S. real estate capital markets particularly, continue to experience ~~significant~~certain levels of dislocation and stress. ~~While we are seeing signs of improvement in both the equity and debt capital markets, these markets remain somewhat challenging.~~

~~As a result, the continued challenging~~

These economic conditions could ~~still~~ materially and adversely impact the financial condition of one or more of our tenants and, therefore, could increase the likelihood that a tenant may declare bankruptcy or default upon its payment obligations arising under a related lease. For example,

the tenant occupying our building located in Hazelwood, Missouri declared bankruptcy in October 2010. The tenant did not confirm our lease in its bankruptcy proceedings in March 2011, and the final rent payment was received in April 2011. We are currently working to re-tenant this property. In addition, our building located in Richmond, Virginia remains vacant. The leases on these two vacant buildings comprised ~~2.4%~~2.0% of our annualized rental income as of March 31, 2012 and the annual carrying costs are ~~$238,000.~~$0.3 million. We are actively seeking new tenants for these properties. All of our remaining properties are occupied and the tenants are paying in accordance with their leases.

Moreover, our ability to make new investments is highly dependent upon our ability to procure external financing. Our principal sources of external financing generally include the issuance of equity securities, long-term mortgage loans secured by properties and borrowings under our line of ~~credit.~~credit, or the Line of Credit. The market for long-term mortgages has been limited for some time; however, we have recently seen mid-to-long-term (5 to 10 year) mortgages become more obtainable. The collateralized mortgage backed securities, or CMBS, market has ~~been attempting to make~~made a comeback in recent months, but it is ~~much~~ more conservative than it was prior to the recession and the pricing in the market remains somewhat volatile. ~~As a result, we will likely not have the same level of access to the CMBS market that we had prior to the recession.~~ Consequently, we ~~are looking~~continue to look primarily to regional banks, insurance companies and other non-bank lenders, and, to a lesser extent, the CMBS market to issue mortgages to finance our real estate activities.

Despite the challenges in the marketplace, we issued 2.2 million common shares during 2011 for gross proceeds of $39.4 million. In addition, in January 2012 we closed on $38.5 million of 7.125% Series C Cumulative Term Preferred Stock, or Term Preferred Stock, which is mandatorily redeemable in five years. We also assumed or issued $31.7 million in mid-term mortgages from regional banks during 2011 to finance some of our new properties. In April 2012, we closed a 10-year mortgage loan, collateralized by four properties, in the collateralized mortgage backed securities, or CMBS, marketplace.

Recent Developments

Investment Activities

The following is a summary of our recent acquisitions:

Ashburn, Virginia:On ~~April 4, 2011,~~January 25, 2012, we acquired a ~~60,000~~52,130 square foot office building located in ~~Hickory, North Carolina~~Ashburn, Virginia for ~~$10.7~~$10.8 million, excluding related acquisition expenses of ~~$59,000.~~$0.1 million. We funded this acquisition using borrowings from our ~~line~~Line of ~~credit. At closing, we were assigned~~Credit. Independent Project Analysis, Inc., an energy consultant, is the ~~existing triple net lease with~~tenant in this building and has leased the ~~existing tenant, which~~property for 15 years and has ~~a remaining term of approximately nine years. The tenant has two~~2 options to ~~extend~~renew the lease for additional periods of ~~five~~5 years each. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of ~~$1.1~~$1.0 million.

Financing Activities

Line of Credit

Expansion:On ~~June 20, 2011,~~January 31, 2012, we ~~acquired a 78,421 square foot office building located in Springfield, Missouri for $15.9 million, excluding related acquisition expenses~~amended our Line of ~~$55,000. We funded this acquisition through a combination of borrowings from our line~~Credit to increase the current maximum availability of credit under our Line of Credit from $50.0 million to $75.0 million. The Line of Credit was arranged by Capital One, N.A. as administrative agent, and Branch Banking and Trust Company as an additional lender. Citizens Bank of Pennsylvania joined the ~~assumption~~Line of ~~approximately $11.6~~Credit as an additional lender. All other terms of the agreement remained the same.

Debt

KeyBank:On April 5, 2012, through wholly-owned subsidiaries, we borrowed $19.0 million pursuant to a long-term note payable from KeyBank National Association, which is collateralized by security interests in four of ~~mortgage debt on~~our properties. The note accrues interest at a rate of 6.1% per year and we may not repay this note prior to the ~~property. At closing,~~last three months of the term, or we ~~were assigned the existing triple net lease with T-Mobile USA, Inc., which~~would be subject to a substantial prepayment penalty. The note has a ~~remaining term~~maturity date of ~~approximately ten years. The tenant has three options~~May 1, 2022. We intend to ~~extend~~use the ~~lease~~proceeds from the note for ~~additional periods of five years each. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $1.4 million.~~

On October 20, 2011, we acquired a 25,000 square foot office building located in Boston Heights, Ohio for $4.4 million, excluding related acquisition expenses of $53,000. We funded this acquisition using borrowings from our line of credit. The property was a new build-to-suit for Paychex North America, a subsidiary of Paychex, Inc. The tenant has leased the property for ten yearsfuture acquisitions and has three options to renew the lease for additional periods of three years each. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $377,000.working capital.

On October 28, 2011, we acquired a 60,111 square foot office building located in Parsippany, New Jersey for $11.1 million, excluding related acquisition expenses of $316,000. We funded this acquisition through a combination of borrowings from our line of credit and the issuance of $7.2 million of mortgage debt on the property. The tenant has leased the property for 15 years and has one option to renew the lease for an additional period of three years. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $1.1 million.

Leasing Activities

The following is a summary of leases that have been recently extended:

South Hadley, Massachusetts:On ~~May 15, 2011, we re-leased~~February 13, 2012, the tenant in our ~~previously vacant~~ building located in South Hadley, Massachusetts ~~for~~signed a ~~period of six months,~~new lease with a ~~three-month~~term expiring in January 2013, with a one-year extension option. ~~The tenant exercised its three-month extension option in September 2011 and the lease now expires in~~

San Antonio, Texas: On February ~~2012.~~

~~On June 23, 2011,~~14, 2012, we extended the lease with the tenant occupying our ~~properties~~property located in ~~Angola, Indiana and Rock Falls, Illinois.~~San Antonio, Texas. The lease covering ~~these properties~~this property was extended for an additional ~~three-year~~eight-year period, ~~thereby extending the lease until August 2023.~~through November 2021. The lease was originally set to expire in ~~August 2020.~~February 2014. The lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of approximately ~~$345,000.~~$0.8 million. Furthermore, the lease grants the tenant ~~three~~two options to extend the lease for a period of five years each. In connection with the extension of the lease and the modification of certain terms under the lease, we provided a tenant allowance of $0.6 million, payable over two years, and paid $0.3 million in leasing commissions.

Roseville, Minnesota: On February 27, 2012, we extended the lease with the tenant occupying our property located in Roseville, Minnesota. The new lease covers approximately one-third of this property and was extended for an additional five year period, through December 2017. The lease was originally set to expire in December 2012. The tenant in this property will pay rent on the entire building through the end of 2012, and we continue to search for new tenants to lease the remainder of the building. The new lease provides for prescribed rent escalations over the life of the lease, with annualized straight line rents of $1.2 million. Furthermore, the lease grants the tenant one option to extend the lease for a period of five years. In connection with the extension of the lease and the modification of certain terms under the lease, we provided a tenant allowance of $0.4 million, payable over two years, and paid $0.8 million in leasing commissions.

Equity Activities

On February 2, 2011, we closed on the sale of 725,000 shares of our common stock at $18.35 per share in an underwritten public offering of our common stock. Subsequently, on February 16, 2011, we closed on the sale of an additional 108,750 shares of common stock on the same terms and conditions in connection with the underwriters’ exercise of their over-allotment option. The ~~net proceeds, including the over-allotment, after deducting the underwriting discount and offering expenses~~equity issuances summarized below were ~~$14.3 million. We used the proceeds of the offering to repay a portion of the outstanding balance under our line of credit and for general corporate purposes. The shares were~~all issued under our effective shelf registration statement on file with the Securities and Exchange Commission, or SEC.

Preferred Equity:On ~~June 15, 2011,~~February 1, 2012, we ~~closed on the sale~~completed a public offering of ~~1,200,000~~1,400,000 shares of our Term Preferred Stock, at a public offering price of $25.00 per share. Gross proceeds of the offering totaled $35.0 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, were $33.3 million and were used to repay a portion of outstanding borrowings under our Line of Credit, for acquisitions of real estate and working capital. On February 8, 2012, the underwriters notified us of their intent to exercise their option to purchase an additional 140,000 shares of the Term Preferred Stock to cover over-allotments, which resulted in gross proceeds of $3.5 million and net proceeds, after deducting underwriting discounts, of $3.4 million received by us on February 10, 2012. The shares are traded under the ticker symbol GOODN on the NASDAQ. The Term Preferred Stock is not convertible into our common stock or any other security. Generally, we may not redeem shares of the Term Preferred Stock prior to January 31, 2016, except in limited circumstances to preserve our status as a REIT. On or after January 31, 2016, we may redeem the shares at a redemption price of $25 per share, plus any accumulated and unpaid dividends to and including the date of redemption. The

shares of the Term Preferred Stock have a mandatory redemption date of January 31, 2017. In accordance with ASC 480, “Distinguishing Liabilities from Equity,” mandatorily redeemable financial instruments should be classified as liabilities in the balance sheet and therefore we recorded the Term Preferred Stock as a liability and the related dividend payments as a component of interest expense in the statement of operations.

Senior Common Equity:During 2011 and 2012, we have issued 18,933 shares of our senior common stock at ~~$17.55~~$15.00 per share in an ~~underwritten~~ongoing best-efforts public offering of our common stock. Subsequently, on July 6, 2011, we closed on the sale of an additional 174,000 shares of common stock on the same terms and conditions in connection with the underwriters’ exercise of their over-allotment option.offering. The net proceeds, ~~including the over-allotment,~~ after deducting the underwriting discount and ~~offering expenses~~commission were ~~$22.7~~$0.3 million. We can issue up to 3,000,000 shares of senior common stock and the offering will continue until the earlier of March 28, 2013 or the date on which 3,000,000 shares of senior common stock are sold. We have used the proceeds of the offering ~~to repay a portion of the outstanding balance under our line of credit and~~ for general corporate purposes. ~~The shares were issued under our effective shelf registration statement on file with the SEC.~~

Diversity of Our Portfolio

Gladstone Management Corporation, or our Adviser, seeks to diversify our portfolio to avoid dependence on any one particular tenant, geographic market or tenant industry. By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single under-performing investment or a downturn in any particular industry or geographic market. Our largest tenant at ~~September 30, 2011~~March 31, 2012 comprised ~~7.1%~~6.6% of our total rental income, and our largest concentration of properties was located in Ohio, which accounted for ~~17.2%~~16.1% of our total rental income. The table below reflects the breakdown of our total rental income by tenant industry classification for the ~~nine~~three months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ respectively:


	For the nine months ended September 30, 2011					For the nine months ended September 30, 2010					For the three months ended March 31, 2012					For the three months ended March 31, 2011
	(Dollars in Thousands)					(Dollars in Thousands)					(Dollars in Thousands)					(Dollars in Thousands)
Industry Classification	Rental Income		Percentage of Rental Income			Rental Income		Percentage of Rental Income			Rental Income		Percentage of Rental Income			Rental Income		Percentage of Rental Income
Healthcare, Education & Childcare	$	4,776		14.9	%	$	4,609		14.9	%
Telecommunications											$	1,819		15.2	%	$	1,361		13.2	%
Electronics		4,625		14.4			4,624		14.9			1,515		12.7			1,543		14.8
Telecommunications		4,484		13.9			4,085		13.2
Healthcare												1,247		10.4			985		9.5
Diversified/Conglomerate Manufacturing		2,748		8.5			2,749		8.9			914		7.6			916		8.8
Chemicals, Plastics & Rubber		2,359		7.3			2,348		7.6			789		6.6			783		7.5
Beverage, Food & Tobacco												609		5.1			547		5.1
Personal & Non-Durable Consumer Products												606		5.0			543		5.1
Containers, Packaging & Glass		1,753		5.4			1,748		5.6			586		4.9			583		5.6
Personal & Non-Durable Consumer Products		1,714		5.3			926		3.0
Machinery		1,691		5.2			1,791		5.8			565		4.7			563		5.4
Beverage, Food & Tobacco		1,662		5.2			1,642		5.3
Buildings and Real Estate		1,586		4.9			1,549		5.0			534		4.4			526		5.1
Printing & Publishing		1,505		4.7			1,642		5.3			473		3.9			533		5.1
Education												450		3.7			443		4.2
Personal, Food & Miscellaneous Services												421		3.5			144		1.4
Oil & Gas		953		3.0			965		3.1			318		2.6			318		3.0
Diversified/Conglomerate Services												311		2.6			77		0.7
Automobile		875		2.7			875		2.8			292		2.4			292		2.8
Diversified/Conglomerate Services		690		2.1			231		0.7
Personal, Food & Miscellaneous Services		431		1.3			431		1.4
Banking												287		2.4			—		0.0
Childcare												146		1.2			146		1.4
Home & Office Furnishings		397		1.2			397		1.3			132		1.1			132		1.3
Insurance		—		0.0			422		1.4

	$	32,249		100.0	%	$	31,034		100.0	%	$	12,014		100.0	%	$	10,435		100.0	%

Our Adviser and Administrator

Our Adviser is led by a management team which has extensive experience purchasing real estate and originating mortgage loans. Our Adviser is controlled by Mr. David Gladstone, our chairman and chief executive officer. Mr. Gladstone is also the chairman and chief executive officer of our Adviser. Terry Lee Brubaker, our vice chairman, chief operating officer, secretary and director, is a member of the ~~board~~Board of ~~directors~~Directors of our Adviser as well as its vice chairman and chief operating officer. George Stelljes III, our president, chief investment officer and director, is a member of the ~~board~~Board of ~~directors~~Directors of our Adviser and its president and chief investment officer. Gladstone Administration, LLC, or our Administrator, employs our chief financial officer and treasurer, chief compliance officer, internal counsel, ~~treasurer,~~ investor relations department and their respective staffs.

Our Adviser and Administrator also provide investment advisory and administrative services, respectively, to our affiliates, including, but not limited to, Gladstone Capital Corporation and Gladstone Investment Corporation, both publicly-traded business development companies, as well as Gladstone Land Corporation, a private agricultural real estate company. With the exception of our chief financial officer and treasurer, all of our executive officers serve as either directors or executive officers, or both, of Gladstone Capital Corporation and Gladstone Investment Corporation. ~~Our treasurer is also an executive officer of Gladstone Securities, a broker-dealer registered with the Financial Industry Regulatory Authority.~~ In the future, our Adviser may provide investment advisory services to other funds, both public and private, of which it is the sponsor.

Advisory and Administration Agreements

We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator. Our Adviser and Administrator employ all of our personnel and pay their payroll, benefits, and general expenses directly. We have an advisory agreement with our Adviser, or the Advisory Agreement, and an administration agreement with our Administrator, or the Administration Agreement.

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 on short-term debt and mortgages, tax preparation, directors’ and officers’ insurance, stock transfer services, stockholder-related fees, consulting and related fees. 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).

During ~~both~~ the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ none of these third party expenses were incurred by us directly. The actual amount of such fees that we incur in the future will depend largely upon the aggregate costs of the properties that we acquire, the aggregate amount of mortgage loans that we make and the extent to which we are able to pass on such fees to our tenants and borrowers pursuant to the terms of the agreements. Accordingly, the amount of these fees that we will pay in the future is not determinable at this time.

Management Services and Fees under the Advisory Agreement

The Advisory Agreement provides for an annual base management fee equal to 2.0% of our total stockholders’ equity, less the recorded value of any preferred stock, or total common stockholders’ equity, and for an incentive fee based on funds from operations, or FFO. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties as is common with other externally-advised REITs. Furthermore, there are no fees charged when our Adviser secures long or short term credit or arranges mortgage loans on our ~~properties,~~properties; however, our Adviser may earn fee income from our borrowers or tenants or other sources.

no incentive fee in any calendar quarter in which our pre-incentive fee FFO does not exceed the hurdle rate of 1.75% (7% annualized);

100% of the amount of the pre-incentive fee FFO 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 that exceeds 2.1875% in any calendar quarter (8.75% annualized).

Quarterly Incentive Fee Based on FFO

Pre-incentive fee FFO

(expressed as a percentage of total common stockholders’ equity)

LOGO

Percentage of pre-incentive fee FFO allocated to the incentive fee

The incentive fee may be reduced because of a covenant which exists in our ~~line~~Line of ~~credit~~Credit agreement which limits distributions to our stockholders to 95% of ~~FFO.~~FFO less those acquisition-related costs that are required to be expensed under Accounting Standards Codification, or ASC, 805, Business Combinations. In order to comply with this covenant, our Board of Directors accepted our Adviser’s offer to unconditionally, irrevocably and voluntarily waive on a quarterly basis a portion of the incentive fee for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and for the nine months ended September 30, 2010, respectively,~~ which allowed us to maintain the current level of distributions to our stockholders. These waived fees may not be recouped by our Adviser in the future. Our Adviser has indicated that it intends to continue to waive all or a portion of the incentive fee in order to support the current level of distributions to our stockholders; however, our Adviser is not required to issue any such waiver, either in whole or in part.

Administration Agreement

Pursuant to the Administration Agreement, we pay for our allocable portion of our Administrator’s overhead expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our personnel, including our chief financial officer and treasurer, chief compliance officer, internal counsel, ~~treasurer,~~ investor relations department and their respective staffs. Our allocable portion of expenses is generally derived by multiplying our Administrator’s total expenses by the percentage of our total assets at the beginning of each quarter in comparison to the total assets of all companies managed by our Adviser under similar agreements.

Critical Accounting Policies

The preparation of our financial statements in accordance with generally accepted accounting principles in the United States of America, or GAAP, requires management to make judgments that are subjective in nature in order to make certain estimates and assumptions. ~~Management~~Our Adviser relies on its experience, collects historical and current market data and analyzes this information 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 judgment regarding the use of assumptions as to future uncertainties, and as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies is provided in Note 1 to our condensed consolidated financial statements included elsewhere in this Form 10-Q. Below is a summary of accounting polices involving estimates and assumptions that require complex, subjective or significant judgments in their application and that materially affect our results of operations.

Allocation of Purchase Price

When we acquire real estate, we allocate the purchase price, less any expenses related to the acquisition, to (i) the acquired tangible assets and liabilities, consisting of land, building, tenant improvements, long-term debt and (ii) the identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, in-place leases, unamortized lease origination costs, tenant relationships and capital lease obligations, based in each case on their fair values. All expenses related to the acquisition are expensed as incurred, rather than capitalized into the cost of the acquisition as had been required by the previous accounting.

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 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 hypothetical expected lease-up periods, which primarily range from 9 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. Management also considers 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 management’s expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors. A change in any of the assumptions above, which are very subjective, could have a material impact on our results of operations.

The allocation of the purchase price directly affects the following in our condensed consolidated financial statements:

The amount of purchase price allocated to the various tangible and intangible assets on our balance sheet;

The amounts allocated to the value of above-market and below-market lease values are amortized to rental income over the remaining non-cancelable terms of the respective leases. The amounts allocated to all other tangible and intangible assets are amortized to depreciation or amortization expense. Thus, depending on the amounts allocated between land and other depreciable assets, changes in the purchase price allocation among our assets could have a material impact on our FFO, a metric which is used by many REIT investors to evaluate our operating performance; and

The period of time over which tangible and intangible assets are depreciated varies greatly, and thus, changes in the amounts allocated to these assets will have a direct impact on our results of operations. Intangible assets are generally amortized over the respective life of the leases, which normally range from 10 to 15 years. Also, we depreciate our buildings over 39 years, but do not depreciate our land. These differences in timing could have a material impact on our results of operations.

Asset Impairment Evaluation

We periodically review the carrying value of each property to determine if circumstances that indicate impairment in the carrying value of the investment exist or that depreciation periods should be modified. In determining if impairment exists, management considers such factors as our tenants’ payment histories, the financial condition of our tenants, including calculating the current leverage ratios of tenants, the likelihood of lease renewal, business conditions in the industries in which our tenants operate and whether the carrying value of our real estate has decreased. If any of the factors above support the possibility of impairment, we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determine if the carrying amount of such property is recoverable. In preparing the projection of undiscounted future cash flows, we estimate the holding periods of the properties and cap

rates using information that we obtain from market comparability studies and other comparable sources. If impairment were indicated, the carrying value of the property would be written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows using assumptions from market participants. Any material changes to the estimates and assumptions used in this analysis could have a significant impact on our results of operations, as the changes would impact our determination of whether impairment is deemed to have occurred and the amount of impairment loss that we would recognize.

Using the methodology discussed above and in light of the current economic conditions discussed above in “Overview – —Business Environment,” we evaluated our entire portfolio as of ~~September 30, 2011~~March 31, 2012 for any impairment indicators and performed an impairment analysis on those select properties that had an indication of impairment. As a result of this analysis, we concluded that none of our properties were impaired and we will continue to monitor our portfolio for any indicators that may change our conclusion.

Results of Operations

The weighted-average yield on our total portfolio, taking into account vacant properties, was ~~9.4%~~9.3% as of ~~September 30, 2011.~~March 31, 2012. If all properties in the portfolio were fully occupied, the weighted-average yield would have been ~~9.6%~~9.4%, assuming returns on our vacant buildings ~~remain~~remained steady, as of ~~September 30, 2011.~~March 31, 2012. The weighted-average yield on our portfolio is calculated by taking the annualized straight-line rents, reflected as rental income on our condensed consolidated statements of operations, of each acquisition as a percentage of the acquisition. The weighted-average yield does not account for the interest expense incurred on the mortgages placed on our properties.

A comparison of our operating results for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2012 and 2011 ~~and 2010~~ is ~~below:~~below:


	For the three months ended September 30,
	2011			2010			$ Change			% Change			For the quarter ended March 31,
	(Dollars in Thousands)												2012			2011			$ Change			% Change
													(Dollars in Thousands)
Operating revenues
Rental income	$	11,085		$	10,209		$	876			9	%	$	12,014		$	10,435		$	1,579			15	%
Interest income from mortgage note receivable		—			44			(44	)		-100	%
Tenant recovery revenue		88			81			7			9	%		86			84			2			2	%

Total operating revenues		11,173			10,334			839			8	%		12,100			10,519			1,581			15	%


Operating expenses
Depreciation and amortization		3,629			3,280			349			11	%		3,904			3,370			534			16	%
Property operating expenses		251			263			(12	)		-5	%		333			297			36			12	%
Due diligence expense		201			—			201			100	%		160			(138	)		298			NM
Base management fee		430			298			132			44	%		393			352			41			12	%
Incentive fee		877			1,070			(193	)		-18	%		899			832			67			8	%
Administration fee		242			357			(115	)		-32	%		310			256			54			21	%
General and administrative		381			2,014			(1,633	)		-81	%		383			454			(71	)		-16	%

Total operating expenses before credit from Adviser		6,011			7,282			(1,271	)		-17	%		6,382			5,423			959			18	%


Credit to incentive fee		(828	)		—			(828	)		100	%		(585	)		(486	)		99			20	%

Total operating expenses		5,183			7,282			(2,099	)		-29	%		5,797			4,937			860			17	%


Other income (expense)
Interest income - employee loans		9			37			(28	)		-76	%		9			10			(1	)		-10	%
Other income		—			3,310			(3,310	)		-100	%		18			44			(26	)		-59	%
Interest expense		(4,251	)		(4,371	)		120			-3	%		(4,572	)		(4,156	)		416			10	%
Distributions attributable to mandatorily redeemable preferred stock														(457	)		—			457			NM

Total other expense		(4,242	)		(1,024	)		(3,218	)		314	%		(5,002	)		(4,102	)		(900	)		22	%


Net income		1,748			2,028			(280	)		-14	%		1,301			1,480			(179	)		-12	%


Distributions attributable to preferred stock		(1,023	)		(1,023	)		—			0	%		(1,023	)		(1,023	)		—			0	%
Distributions attributable to senior common stock		(16	)		(4	)		(12	)		300	%		(19	)		(15	)		4			27	%


Net income available to common stockholders	$	709		$	1,001		$	(292	)		-29	%	$	259		$	442		$	(183	)		-41	%

= Not meaningful

   For the nine months ended September 30,
   2011 2010 $ Change %
Change
   (Dollars in Thousands)
Operating revenues

Rental income
   $ 32,249    $ 31,034    $ 1,215    4 %
Interest income from mortgage note receivable
   —      421    (421 ) -100 %
Tenant recovery revenue
   259    246    13    5 %


Total operating revenues
   32,508    31,701    807    3 %


Operating expenses
   ��
Depreciation and amortization
   10,473    9,992    481    5 %
Property operating expenses
   750    738    12    2 %
Due diligence expense
   194    21    173    824 %
Base management fee
   1,217    907    310    34 %
Incentive fee
   2,549    2,746    (197 ) -7 %
Administration fee
   759    808    (49 ) -6 %
General and administrative
   1,193    2,837    (1,644 ) -58 %


Total operating expenses before credit from Adviser
   17,135    18,049    (914 ) -5 %


Credit to incentive fee
   (1,759 ) (56 ) (1,703 ) 3041 %


Total operating expenses
   15,376    17,993    (2,617 ) -15 %


Other income (expense)

Interest income - employee loans
   28    123    (95 ) -77 %
Other income
   45    3,318    (3,273 ) -99 %
Interest expense
   (12,607 ) (13,028 ) 421    -3 %


Total other expense
   (12,534 ) (9,587 ) (2,947 ) 31 %


Net income
   4,598    4,121    477    12 %


Distributions attributable to preferred stock
   (3,070 ) (3,070 ) —      0 %
Distributions attributable to senior common stock
   (46 ) (5 ) (41 ) 820 %


Net income available to common stockholders
   $ 1,482    $ 1,046    $ 436    42 %

Operating Revenues

Rental income increased for ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010,~~March 31, 2011, because of the ~~three~~eight properties acquired subsequent to ~~September 30, 2010, partially offset by the lost rental income from two of our properties, which are now vacant.~~March 31, 2011.

~~Interest income from mortgage notes receivable decreased~~Tenant recovery revenue remained relatively flat for ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010, as our only mortgage loan~~March 31, 2011. There was ~~fully repaid in July 2010.~~

~~Tenant recovery revenue increased slightly for both the three and nine months ended September 30, 2011, as compared to the three and nine months ended September 30, 2010, because of~~ an increase in insurance premiums from ~~2010,~~2011, resulting in increased reimbursements from our tenants; however, this was partially offset by a decrease in franchise taxes owed in certain states that are reimbursable by our tenants.

Operating Expenses

Depreciation and amortization expenses increased for ~~both~~ the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010,~~March 31, 2011, because weof the eight properties acquired ~~three properties~~ subsequent to ~~September 30, 2010.~~March 31, 2011.

Property operating expenses consist of franchise taxes, management fees, insurance, ground lease payments and overhead expenses paid on behalf of certain of our properties. Property operating expenses ~~decreased during~~increased for the three months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three months ended ~~September 30, 2010,~~March 31, 2011, primarily because of ~~a decrease in repairs in maintenance incurred during the three months ended September 30, 2011 versus the three months ended September 30, 2010, partially offset by overhead expenses for which~~ground lease payments we are ~~now~~ responsible ~~which were previously paid directly by~~for paying at two of our ~~tenants, at our two vacant properties. Property operating expenses increased during the nine months ended September 30, 2011, as compared~~properties acquired subsequent to ~~the nine months ended September 30, 2010, because of overhead expenses for which we are now responsible, which were previously paid directly by our tenants, at our two vacant properties.~~March 31, 2011.

Due diligence expense primarily consists of legal fees and fees incurred for third-party reports prepared in connection with potential acquisitions and our due diligence analyses related thereto. Due diligence expense increased for ~~the~~ three months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three months ended ~~September 30, 2010, because of costs incurred for deals in our pipeline. Due diligence expense increased for the nine months ended September 30,~~March 31, 2011, ~~as compared to the nine months ended September 30, 2010,~~ as a result of costs incurred related to the ~~two acquisitions closed~~property acquired during the ~~nine~~three months ended ~~September 30,~~March 31, 2012 coupled with costs incurred for other potential acquisitions. Due diligence expense was negative for the three months ended March 31, 2011 ~~partially offset by~~because of an out of period adjustment of $250,000 recorded during ~~the three months ended~~ March 31, 2011 related to the acquisition of the property in Orange City, Iowa in December 2010. See Note 1 to our condensed consolidated financial statements included elsewhere in this Form 10-Q for further ~~detail of~~information regarding the out of period adjustment.

The base management fee increased for the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010,~~March 31, 2011, due to an increase in total common stockholders’ equity from the issuance of common ~~shares~~stock during ~~the nine months ended September 30,~~ 2011, the main component of the calculation. The calculation of the base management fee is described in detail above under“Advisory and Administration Agreements.”

The incentive fee ~~decreased~~increased for the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010, due~~March 31, 2011, because of an increase in pre-incentive fee FFO from the eight acquisitions subsequent to March 31, 2011. The incentive fee credit increased for the three months ended March 31, 2012, as compared to the three months ended March 31, 2011, because of the increase in ~~common stockholders’ equity from~~ the ~~issuance~~amount of common ~~shares~~stock dividends paid during the ~~nine~~three months ended ~~September 30, 2011, resulting~~March 31, 2012, which resulted in a ~~higher hurdle rate to overcome, which is the main component~~larger portion of the ~~calculation.~~incentive fee required to be credited. The calculation of the incentive fee is described in the detail above under“Advisory and Administration ~~Agreement.~~Agreements.”

The administration fee ~~decreased~~increased for the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010,~~March 31, 2011, primarily as a result of ~~a decrease~~an increase in the amount of the total expenses ~~allocated from~~ our Administrator incurred during the periods, ~~partially offset by~~coupled with an increase in our allocable portion of the total expenses. The calculation of the administration fee is described in detail above under “Advisory and Administration Agreements.”

General and administrative expenses decreased for the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010,~~March 31, 2011, primarily due to ~~the write-off~~a decrease in accounting fees from a decrease in fees charged for tax preparation, coupled with a decrease in our shareholder related expenses due to timing of ~~approximately $1.6 million of fees~~expenses related to our annual report and ~~expenses incurred in relation to the private offering of unregistered senior common stock in September 2010.~~proxy.

Other Income and Expense

Interest income on employee loans decreased during the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010.~~March 31, 2011. This decrease was a result of ~~loan payoffs~~principal repayments made by employees ~~during 2010 and 2011, coupled with other principal repayments made during~~of our Adviser over the ~~periods.~~past 12 months.

Other income decreased during the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010,~~March 31, 2011, because of ~~$3.3 million in additional~~settlement income ~~and prepayment fees we~~ received in ~~connection with~~2011 from the ~~early repayment of~~previous tenant in our ~~mortgage loan in July 2010.~~South Hadley, Massachusetts property related to repairs needed for the parking lot at the building.

Interest expense ~~decreased~~increased for the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three ~~and nine~~ months ended ~~September 30, 2010.~~March 31, 2011. This ~~decrease~~increase was primarily a result of ~~the 2.3% decrease~~an increase in the ~~interest~~ rate ~~charged~~ on our $45.2 million mortgage loan ~~that~~in October 2011 of 0.18% when the mortgage loan was renewed ~~in September 2010,~~ coupled with interest on the $31.7 million of mortgage debt assumed and issued during 2011. This was partially offset by reduced interest expense on our long-term financings from amortizing principal payments made during ~~2010~~2011 and ~~2011, partially offset by interest on mortgage debt assumed in December 2010 and June 2011.~~the first three months of 2012.

Net Income Available to Common Stockholders

Net income available to common stockholders decreased for the three months ended ~~September 30, 2011,~~March 31, 2012, as compared to the three months ended ~~September 30, 2010,~~March 31, 2011, primarily because of increased interest expense and increased distributions to our preferred stockholders from the ~~$3.3 million in additional income that was recognized during the three months ended September 30, 2010 related to the early repayment~~issuance of our ~~mortgage loan,~~Term Preferred Stock, partially offset by an increase in rental income earned from the ~~write-off of $1.6 million of fees related~~eight properties acquired subsequent to the termination of the private offering of unregistered senior common stock in 2010. Net income available to common stockholders increased for the nine months ended September 30, 2011, as compared to the nine months ended September 30, 2010, primarily because of the decrease in the net incentive fee coupled with a reduction in interest expense and a reduction in general and administrative expenses due to the write-off of fees related to the termination of the private offering of unregistered senior common stock in 2010, partially offset by $3.3 million in additional income that was recognized during 2010.March 31, 2011.

Liquidity and Capital Resources

Overview

Our sources of liquidity include cash flows from operations, cash and cash equivalents, borrowings under our ~~line~~Line of ~~credit,~~Credit, obtaining mortgages on our unencumbered properties and issuing additional equity securities. Our available liquidity at ~~September 30, 2011~~March 31, 2012 was ~~$33.7~~$27.8 million, including ~~$2.4~~$5.7 million in cash and cash equivalents and an available borrowing capacity of ~~$31.3~~$22.1 million under our ~~line~~Line of ~~credit.~~Credit.

Future Capital Needs

We actively seek conservative investments that are likely to produce income in order to pay distributions ~~as well as attractive long-term capital gains for~~to our stockholders. ~~If we are able to raise, procure or borrow additional equity and debt capital, we would~~We intend to use the proceeds of future equity raised and debt capital borrowed to continue to invest in industrial, commercial and retail real property, make mortgage loans, ~~repurchase shares of our preferred stock on the open market~~ or pay down outstanding borrowings under our ~~line~~Line of ~~credit.~~Credit. Accordingly, to ensure that we are able to effectively execute our business strategy, we routinely review our liquidity requirements and continually evaluate all potential sources of liquidity. Our short-term liquidity needs include proceeds necessary to fund our distributions to stockholders, pay the debt ~~services~~service costs on our existing long-term mortgages, and fund our current operating costs. Our long-term liquidity needs include proceeds necessary to grow and maintain our portfolio of investments.

We believe that our available liquidity is sufficient to fund our distributions to stockholders, pay the debt service costs on our existing long-term mortgages and fund our current operating costs in the near term. We further believe that our cash flow from operations coupled with the ~~potential~~ financing capital available to us in the future are sufficient to fund our long-term liquidity needs. Additionally, to satisfy either our short-term or long-term obligations or both, we may require credits to our management fees that are issued from our Adviser, although our Adviser is under no obligation to provide any such credits, either in whole or in part.

Equity Capital

Equity capital markets continue to improve. As a result, we were able to raise $3.4 million of common equity pursuant to our Open Market Sales Agreement with Jefferies during 2010. We have not sold any common shares under our Open Market Agreement during 2011; however, we raised, net of offering costs, ~~$14.3~~$37.0 million of common equity during 2011. We also raised $36.7 million of preferred equity, net of offering costs, in February ~~2011 and another $22.7 million of common equity in June and July 2011. See “~~~~Overview – Recent Developments~~~~” above.~~2012. We used these proceeds to repay a portion of the outstanding balance of the ~~line~~Line of ~~credit,~~Credit, to acquire additional properties and the remainder for general corporate and working capital needs.

Currently, we have the ability to raise up to ~~$257.2~~$218.7 million of additional equity capital through the sale of securities that are registered under our universal shelf registration statement on Form S-3, ~~(the “Universal~~

~~Shelf”)~~or the Universal Shelf, in one or more future public offerings. Of the ~~$257.2~~$218.7 million of available capacity under our Universal Shelf, $21.6 million of common stock is reserved for additional sales under our Open Market Sale Agreement and ~~$52.5~~$52.2 million is reserved for sales of our Senior Common Stock.

Debt Capital

As of ~~September 30, 2011,~~March 31, 2012, we had 1820 fixed-rate mortgage notes payable in the aggregate principal amount of ~~$266.9~~$282.9 million, collateralized by a total of 5658 properties with terms at issuance ranging from 2 years to 25 years. The weighted-average interest rate on the mortgage notes payable as of ~~September 30, 2011~~March 31, 2012 was ~~5.71%~~5.72%.

~~We believe that~~Generally banks are recommencing their general lending practices and the CMBS market is slowly returning, see the discussion in ~~“Overview~~“Overview – Business ~~Environment”~~Environment” above. Specifically, we are ~~beginning to see~~seeing banks and other non-bank lenders that are willing to issue medium to long-term mortgages, between 5 and 10 years, albeit on less favorable terms than were previously available. Consequently, we are focused on obtaining mortgages through both regional banks, non-bank lenders and CMBS.

We have mortgage debt in the aggregate principal amount of ~~$0.7~~$3.0 million payable during the remainder of ~~2011~~2012 and ~~$4.0~~$58.1 million payable during ~~2012. This~~2013. The 2012 principal amount payable does not include $45.2 million of balloon principal payments maturing on one of our long-term mortgages in 2012; however, this mortgage has one remaining annual extension option through 2013, and we intend to exercise this option in 2012. As long as we are in compliance with certain covenants under the mortgage loan, we will be able to exercise the renewal ~~option.~~option and will be required to pay a fee of 0.25% of the current outstanding principal balance, or approximately $0.1 million. The mortgage payments due in ~~2011 and~~ 2012 are solely comprised of debt amortization payments. We have no balloon principal payments due under any of our other mortgage loans until ~~2013.~~2013 and these are not due until the fourth quarter of 2013; however, we are initiating conversations with lenders in advance of these maturities and anticipate being able to extend the maturity dates or refinance with new lenders. We intend to pay the 2012 debt amortization payments from operating cash flow and borrowings under our ~~line~~Line of ~~credit.~~Credit.

Operating Activities

Net cash provided by operating activities during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 was ~~$14.4~~$5.6 million, as compared to net cash provided by operating activities of ~~$13.9~~$4.7 million for the ~~nine~~three months ended ~~September 30, 2010.~~March 31, 2011. This increase was primarily a result of ~~the $750,000 lease modification fee received from the tenant located in our properties in Georgia in connection with the extension of their lease in January 2011, coupled with~~ rental income received from the ~~three~~eight properties acquired subsequent to ~~September 30, 2010. This was~~March 31, 2011, partially offset by ~~expenses incurred during the nine months ended September 30, 2010 related to our terminated offering~~$1.1 million of our unregistered senior common stock, which were not incurred in 2011, two vacancies in our properties during 2011, coupled with the lost interest income from the repayment of our mortgage loan in 2010.leasing commissions paid for renewing existing leases. The majority of cash from operating activities is generated from the rental payments that we receive from our tenants. We utilize this cash to fund our property-level operating expenses and use the excess cash primarily for debt and interest payments on our mortgage notes payable, interest payments on our ~~line~~Line of ~~credit,~~Credit, distributions to our stockholders, management fees to our Adviser, and other entity-level expenses.

Investing Activities

Net cash used in investing activities during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 was ~~$18.4~~$12.6 million, which primarily consisted of the acquisition of ~~two properties in 2011,~~one property during the three months ended March 31, 2012, coupled with tenant improvements performed at certain of our properties and net payments to our lenders for reserves, as compared to net cash ~~provided by~~used in investing activities during the ~~nine~~three months ended ~~September 30, 2010~~March 31, 2011 of ~~$9.7~~$1.0 million, which primarily consisted of ~~the repayment~~tenant improvements performed at certain of our ~~$10.0 million mortgage loan, partially offset by~~properties, net payments to our lenders for reserves and ~~tenant improvements performed at certain of our properties.~~deposits placed on future acquisitions.

Financing Activities

Net cash ~~used in~~provided by financing activities ~~for~~during the ~~nine~~three months ended ~~September 30, 2011~~March 31, 2012 was ~~$0.7~~$9.3 million, which primarily consisted of proceeds from the sale of our Term Preferred Stock, partially offset by distributions paid to our stockholders, principal repayments on mortgage notes payable and net repayments on our ~~line~~Line of ~~credit, partially offset~~Credit. Net cash provided by financing activities for the three months ended March 31, 2011 was $3.6 million, which primarily consisted of proceeds from the sale of

common ~~stock. Net cash used in financing activities for the nine months ended September 30, 2010 was $23.4 million, which primarily consisted of~~stock, partially offset by distributions paid to our stockholders, principal repayments on mortgage notes payable and net repayments toon our ~~line~~Line of ~~credit, partially offset by proceeds from sales of common and senior common stock.~~Credit.

Line of Credit

In December 2010, we procured a $50.0 million ~~line~~Line of ~~credit~~Credit maturing on December 28, 2013, with Capital One, N.A. serving as a revolving lender, a letter of credit issuer and as an administrative agent and Branch Banking and Trust Company serving as a revolving lender and a letter of credit issuer. The ~~line~~Line of ~~credit provides~~Credit originally provided for a senior secured revolving credit facility of up to $50.0 million, with a standby letter of credit sublimit of up to $20.0 million. ~~The line~~In January 2012, the Line of Credit was expanded to $75.0 million and Citizens Bank of Pennsylvania was added as a revolving lender and letter of credit ~~may, upon satisfaction of certain conditions, be expanded up to $75.0 million.~~issuer. Currently, ~~nine~~seven of our properties are pledged as collateral under our ~~line~~Line of ~~credit.~~Credit. The interest rate per annum applicable to the ~~line~~Line of ~~credit~~Credit is equal to the London Interbank Offered Rate, or LIBOR, plus an applicable margin of up to 3.00% depending upon our leverage. Our leverage ratio used in determining the applicable margin for interest on the ~~line~~Line of ~~credit~~Credit is recalculated quarterly. We are subject to an annual maintenance fee of 0.25% per year. Our ability to access this source of financing is subject to our continued ability to meet customary lending requirements such as compliance with financial and operating covenants and our meeting certain lending limits. One such covenant requires us to limit distributions to our stockholders to 95% of our FFO, with acquisition-related costs required to be expensed under ASC 805 added back to ~~FFO.~~FFO for covenant purposes. In addition, the maximum amount that we may draw under this agreement is based on a percentage of the value of properties pledged as collateral to the banks, which must meet agreed upon eligibility standards.

~~If and when~~When we are able to procure mortgages for these pledged properties, the banks will release the properties from the ~~line~~Line of ~~credit~~Credit and reduce the availability under the ~~line~~Line of ~~credit~~Credit by the advanced amount of the released property. Conversely, as we purchase new properties meeting the eligibility standards, we may pledge these new properties to obtain additional advances under this agreement. Our availability under the ~~line~~Line of ~~credit~~Credit will also be reduced by letters of credit used in the ordinary course of business. We may use the advances under the ~~line~~Line of ~~credit~~Credit for both general corporate purposes and the acquisition of new investments.

At ~~September 30, 2011,~~March 31, 2012, there was ~~$9.1 million~~$0 outstanding under the ~~line~~Line of ~~credit at an interest rate of 3.2%~~Credit and ~~$5.1~~$6.1 million outstanding under letters of credit at a weighted average interest rate of ~~3.0%~~2.8%. At ~~September 30, 2011,~~March 31, 2012, the remaining borrowing capacity available under the ~~line~~Line of ~~credit~~Credit was ~~$31.3~~$22.1 million. Our ability to increase the availability under our ~~line~~Line of ~~credit~~Credit is dependent upon our pledging additional properties as collateral. Traditionally, we have pledged new properties to the ~~line~~Line of ~~credit~~Credit as we arrange for long-term mortgages for these pledged properties. Currently, only ~~eleven~~11 of our properties do not have long-term mortgages, and ~~nine~~7 of those are pledged as collateral under our ~~line~~Line of ~~credit.~~Credit. Accordingly, we have only ~~two~~4 properties which are unencumbered, and which may be pledged as collateral to increase the borrowing capacity available under the ~~line~~Line of ~~credit.~~Credit. We were in compliance with all covenants under the ~~line~~Line of ~~credit~~Credit as of ~~September 30, 2011.~~March 31, 2012.

Contractual Obligations

The following table reflects our material contractual obligations as of ~~September 30, 2011:~~March 31, 2012:


	Payments Due by Period (Dollars in Thousands)										Payments Due by Period (Dollars in Thousands)
Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years

Debt Obligations⁽¹⁾	$	275,967	$	3,623	$	88,595	$	115,806	$	67,943

Interest on Debt Obligations⁽²⁾		63,952		14,713		26,073		17,864		5,302

Capital Lease Obligations⁽³⁾		300				300

Debt Obligations^{(1) (2)}											$	321,393	$	49,395	$	34,280	$	185,070	$	52,648
Interest on Debt Obligations⁽³⁾											$	77,813	$	18,059	$	31,394	$	21,646	$	6,714
Operating Lease Obligations⁽⁴⁾		1,487		153		305		305		724		7,710		412		825		825		5,648

Total	$	341,706	$	18,489	$	115,273	$	133,975	$	73,969	$	406,916	$	67,866	$	66,499	$	207,541	$	65,010

(1)

Debt obligations represent borrowings under our ~~line~~Line of ~~credit,~~Credit, which represents ~~$9,100~~$0 of the debt obligation due in 2013, ~~and~~ mortgage notes payable that were outstanding as of ~~September 30, 2011.~~March 31, 2012 and amounts due under our Term Preferred Stock. The $45,233 mortgage note issued in September 2008 matures in October 2012,and we expect to exercise our option to extend the maturity date until October 2013.

(2)	Subsequent to March 31, 2012 we borrowed $19.0 million on a mortgage note payable, which will be due in 2022. This amount is not reflected in the table above.

(3)

Interest on debt obligations includes estimated interest on our borrowings under our ~~line~~Line of ~~credit.~~Credit and interest due under our Term Preferred Stock. The balance and interest rate on our ~~line~~Line of ~~credit~~Credit is variable; thus, the amount of interest calculated for purposes of this table was based upon rates and balances as of ~~September 30, 2011.~~

~~(3)~~

~~Capital lease obligations represent the obligation to purchase the land held under the ground lease on our property located in Fridley, Minnesota.~~March 31, 2012.

(4)	Operating lease obligations represent the ground lease payments due on our Tulsa, Oklahoma, ~~property, which expires in June 2021.~~Dartmouth, Massachusetts, and Springfield, Missouri properties.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of ~~September 30, 2011.~~March 31, 2012.

Funds from Operations

The National Association of Real Estate Investment Trusts, or NAREIT, developed FFO as a relative non-GAAP supplemental measure of operating performance of an equity REIT, in order to recognize that income-producing real estate historically has not depreciated on the same basis determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures.

FFO does not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparison of FFO, using the 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.

FFO available to common stockholders is FFO adjusted to subtract distributions made to holders of preferred and senior common stock. 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, or Basic FFO per share, and diluted funds from operations per share, or Diluted FFO per share, is FFO available to common stockholders divided by the number of weighted average shares of common stock outstanding and FFO available to common stockholders divided by the number of weighted average shares of common stock 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, or EPS, in evaluating net income available to common stockholders. In addition, because most REITs provide FFO available to common stockholders, Basic FFO and Diluted FFO per share information to the investment community, we believe these are useful supplemental measures when 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 nine~~ months ended ~~September 30,~~March 31, 2012 and 2011, ~~and 2010,~~ to the most directly comparable GAAP measure, net income, and a computation of basic and diluted FFO per weighted average share of common stock and basic and diluted net income per weighted average share of common stock:

			$2,028			$2,028
		For the three months ended September 30,
		2011			2010			For the three months ended March 31,
		(Dollars in Thousands, Except Per Share Data)						2012			2011
								(Dollars in Thousands, Except Per Share Data)
Net income		$	1,748		$	2,028		$	1,301		$	1,480
Less: Distributions attributable to preferred and senior common stock			(1,039	)		(1,027	)		(1,042	)		(1,038	)

Net income available to common stockholders			709			1,001			259			442

Add: Real estate depreciation and amortization			3,629			3,280			3,904			3,370
	��
FFO available to common stockholders		$	4,338		$	4,281		$	4,163		$	3,812

Weighted average shares outstanding - basic			10,936			8,563			10,945			9,258
Weighted average shares outstanding - diluted			10,988			8,577			11,006			9,310

Basic net income per weighted average share of common stock		$	0.07		$	0.12

Diluted net income per weighted average share of common stock		$	0.07		$	0.12

Basic & diluted net income per weighted average share of common stock								$	0.02		$	0.05

Basic FFO per weighted average share of common stock		$	0.40		$	0.50		$	0.38		$	0.41

Diluted FFO per weighted average share of common stock		$	0.39		$	0.50		$	0.38		$	0.41


Distributions declared per share of common stock		$	0.375		$	0.375		$	0.375		$	0.375


Percentage of FFO paid per share of common stock			94	%		75	%

$2,028 $2,028
   For the nine months
ended September 30,
   2011 2010
   (Dollars in Thousands,
Except Per Share Data)
Net income
   $ 4,598    $ 4,121
Less: Distributions attributable to preferred and senior common stock
   (3,116 ) (3,075 )


Net income available to common stockholders
   1,482    1,046
Add: Real estate depreciation and amortization
   10,473    9,992


FFO available to common stockholders
   $ 11,955    $ 11,038
Weighted average shares outstanding - basic
   9,998    8,556
Weighted average shares outstanding - diluted
   10,050    8,561
Basic net income per weighted average share of common stock
   $ 0.15    $ 0.12


Diluted net income per weighted average share of common stock
   $ 0.15    $ 0.12


Basic FFO per weighted average share of common stock
   $ 1.20    $ 1.29


Diluted FFO per weighted average share of common stock
   $ 1.19    $ 1.29


Distributions declared per share of common stock
   $ 1.125    $ 1.125


Percentage of FFO paid per share of common stock
   94 % 87 %

~~Item 3.~~ ~~Quantitative and Qualitative Disclosures about Market Risk~~

Item 3. Quantitative and Qualitative Disclosures 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 risk that we believe we are and will be exposed to is interest rate risk. ~~Certain~~5 of our 58 leases contain escalations based on market interest rates, and the interest rate on our existing ~~line~~Line of ~~credit~~Credit is variable. Although we seek to mitigate this risk by structuring such provisions of our loans and leases to contain a minimum interest rate or escalation rate, as applicable, these features do not eliminate this risk. We have not entered into any derivative contracts to attempt to further manage our exposure to interest rate fluctuations.

To illustrate the potential impact of changes in interest rates on our net income for the three ~~and nine~~ months ended ~~September 30, 2011,~~March 31, 2012, we have performed the following analysis, which assumes that our balance sheet remains constant and that no further actions beyond a minimum interest rate or escalation rate are taken to alter our existing interest rate sensitivity.

~~The following table summarizes~~We analyzed the impact of a 1%, 2% and 3% increase in the one month LIBOR for the ~~nine~~three months ended ~~September 30, 2011.~~March 31, 2012. Due to the fact that our line of credit balance was $0 as of March 31, 2012, thus there was no impact to interest expense from the stress testing. In addition, there was no impact on rental income because of the interest rate floors present in our LIBOR leases. As of ~~September 30, 2011,~~March 31, 2012, our effective average LIBOR was ~~0.23%~~0.24%; thus, a 1%, 2% or 3% decrease could not occur.

   (Dollars in Thousands)
Interest Rate Change
   Increase
to
Rental
Income    Increase
to
Interest
Expense    Net
Decrease
to Net
Income
1% Increase to LIBOR
   $ —         $ 71       $ (71 )
2% Increase to LIBOR
   —         141       (141 )
3% Increase to LIBOR
   —         212       (212 )

As of ~~September 30, 2011,~~March 31, 2012, the fair value of our fixed rate debt outstanding was ~~$256.9~~$274.8 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 ~~September 30, 2011,~~March 31, 2012, had been one percentage point higher or lower, the fair value of those debt instruments on that date would have decreased or increased by ~~$8.5~~$8.7 million and ~~$8.9~~$9.1 million, respectively.

In the future, we may be exposed to additional effects of interest rate changes, primarily as a result of our ~~line~~Line of ~~credit~~Credit or long-term mortgage debt, which we use 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 these objectives, 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.

In addition to changes in interest rates, the value of our real estate is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of lessees and borrowers, all of which may affect our ability to refinance debt, if necessary.

~~Item 4.~~ ~~Controls and Procedures~~

Item 4. Controls and Procedures.

a) Evaluation of Disclosure Controls and Procedures

As of ~~September 30, 2011,~~March 31, 2012, 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 (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). 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 ~~September 30, 2011~~March 31, 2012 in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act 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 ~~September 30, 2011~~March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 review the risk below and refer to the section captioned “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2010,~~2011, filed by us with the Securities and Exchange Commission on ~~March 8, 2011 and the risk factor below.~~

~~The recent downgrade of the United States (the “U.S.”) credit rating and the economic crisis in Europe could negatively impact our liquidity, financial condition and earnings.~~

Recent U.S. debt ceiling and budget deficit concerns, together with signs of deteriorating sovereign debt conditions in Europe, have increased the possibility of additional credit-rating downgrades and economic slowdowns. Although U.S. lawmakers passed legislation to raise the federal debt ceiling, Standard & Poor’s Ratings Services lowered its long-term sovereign credit rating on the U.S. from “AAA” to “AA+” in August 2011. The impact of this or any further downgrades to the U.S. government’s sovereign credit rating, or its perceived creditworthiness, and the impact of the current crisis in Europe with respect to the ability of certain European Union countries to continue to service their sovereign debt obligations is inherently unpredictable and could adversely affect the U.S. and global financial markets and economic conditions. There can be no assurance that governmental or other measures to aid economic recovery will be effective. These developments and the government’s credit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, the decreased credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our stock price. Continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.February 28, 2012.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

~~Removed and Reserved~~Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

~~Item 6. Exhibits~~

Item 6.

Exhibits

Exhibit Index


Exhibit Number		Exhibit Description

3.1		Articles of ~~Amendment and~~ Restatement ~~to Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11 (File No. 333-106024), filed June 11, 2003.~~

~~3.1.1~~		Articles Supplementary of the Registrant Establishing and Fixing the Rights and Preferences of 7.75% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-A12G (File No. 000-50363), filed January 19, 2006.

~~3.1.2~~		Articles of Amendment to Articles Supplementary of the Registrant Establishing and Fixing the Rights and Preferences of 7.75% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K, filed on April 13, 2006.

~~3.1.3~~		Articles Supplementary of the Registrant 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 the Registrant’s Form 8-A12B (File No. 000-50363), filed October 19, 2006.

~~3.1.4~~		Articles of Amendment to Articles of Amendment and Restatement to Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1.1 to the Registrant’s Quarterly Report on Form 10-Q, filed July 30, 2009.

~~3.1.5~~		~~Articles Supplementary of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed March 19, 2010.~~

~~3.1.6~~		~~Articles Supplementary of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed September 9, 2010.~~

~~3.1.7~~		~~Articles Supplementary of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed September 9, 2010.~~(filed herewith).

3.2		Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 (File No. 333-106024), filed June 11, 2003.

3.2.1		First Amendment to Bylaws of the Registrant, incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, (File No. 001-33097) filed July 10, 2007.

4.1		Form of Certificate for Common Stock of the Registrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-11 (File No. 333-106024), filed August 8, 2003.

4.2		Form of Certificate for 7.75% Series A Cumulative Redeemable Preferred Stock of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-A12G (File No. 000-50363), filed January 19, 2006.

4.3		Form of Certificate for 7.50% Series B Cumulative Redeemable Preferred Stock of the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-A12B (File No. 001-33097), filed October 19, 2006.

    4.4 Form of Certificate for 7.125% Series C Cumulative Term Preferred Stock of Gladstone Commercial Corporation, incorporated by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-A12B (File No. 001-33097), filed January 31, 2012.
  10.1 Second Amendment to Credit Agreement and Omnibus Amendment of Loan Documents dated as of January 31, 2012 by and among Gladstone Commercial Limited Partnership as Borrower, the Committed Lenders named therein, and Capital One Bank, N.A. as Administrative Agent, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-33097), filed January 31, 2012.
  10.2 Second Amendment to First Amended and Restated Agreement of Limited Partnership of Gladstone Commercial Limited Partnership, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-33097), filed February 3, 2012.
  10.3 Gladstone Commercial Limited Partnership Schedule 4.2 (a) (4) to First Amended and Restated Agreement of Limited Partnership: Designation of 7.125% Series C Cumulative Term Preferred Units, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-33097) filed February 3, 2012.
  11    Computation of Per Share Earnings from Operations ~~of the Registrant~~ (included in the notes to the unaudited financial statements contained in this ~~Report).~~Report.
  12    Statements re: computation of ratios ~~of the Registrant~~ (filed herewith).
  31.1    Certification of Chief Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (filed herewith).
  31.2    Certification of Chief Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (filed herewith).

32.1 Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2 Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS*** XBRL Instance Document
101.SCH*** XBRL Taxonomy Extension Schema Document
101.CAL*** XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*** XBRL Taxonomy Extension Label Linkbase Document
101.PRE*** XBRL Taxonomy Extension Presentation Linkbase Document

***

The following financial information of the Registrant is included for the ~~quarter~~three months ended ~~September 30, 2011,~~March 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets ~~(unaudited)~~(Unaudited), (ii) Condensed Consolidated Statements of Operations ~~(unaudited)~~(Unaudited), (iii) Condensed Consolidated Statements of Cash Flows ~~(unaudited)~~(Unaudited) and (iv) Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~(Unaudited).

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Gladstone Commercial Corporation

Date: ~~November 1, 2011~~April 30, 2012	By:	/s/ Danielle Jones

	Danielle Jones
		Chief Financial Officer and Treasurer

Date: ~~November 1, 2011~~April 30, 2012	By:	/s/ David Gladstone

	David Gladstone
		Chief Executive Officer and Chairman of the Board of Directors

4239


	Preferred Stock		Senior Common Stock		Common Stock		Capital in Excess of Par Value		Notes Receivable from Employees			Distributions in Excess of Accumulated Earnings			Total Stockholders’ Equity



Balance at December 31, 2010	$	2	$	—	$	9	$	174,261	$	(963	)	$	(61,934	)	$	111,375


Issuance of common stock, net		—		—		2		37,247		—			—			37,249

Repayment of principal on employee notes receivable		—		—		—		—		537			—			537

Distributions declared to common, senior common and preferred stockholders		—		—		—		—		—			(14,467	)		(14,467	)

Net income		—		—		—		—		—			4,598			4,598


Balance at September 30, 2011	$	2	$	—	$	11	$	211,508	$	(426	)	$	(71,803	)	$	139,292


	For the three months ended September 30,				For the nine months ended September 30,
	2011		2010		2011		2010

Common Stock	$	0.375	$	0.375	$	1.125	$	1.125
Senior Common Stock	$	0.2625	$	0.2625	$	0.7875	$	0.5250
Series A Preferred Stock	$	0.4843749	$	0.4843749	$	1.4531247	$	1.4531247
Series B Preferred Stock	$	0.4688	$	0.4688	$	1.4063	$	1.4063


Common Stock Cash Distributions
Record Date	Payment Date	Distribution per Share

October 21, 2011	October 31, 2011	$	0.125
November 17, 2011	November 30, 2011	$	0.125
December 21, 2011	December 30, 2011	$	0.125

Senior Common Stock Cash Distributions
Payable to the Holders or Record During the Month of:	Payment Date	Distribution per Share

October	November 7, 2011	$	0.0875
November	December 7, 2011	$	0.0875
December	January 9, 2012	$	0.0875

Series A Preferred Stock Cash Distributions
Record Date	Payment Date	Distribution per Share

October 21, 2011	October 31, 2011	$	0.1614583
November 17, 2011	November 30, 2011	$	0.1614583
December 21, 2011	December 30, 2011	$	0.1614583

Series B Preferred Stock Cash Distributions
Record Date	Payment Date	Distribution per Share

October 21, 2011	October 31, 2011	$	0.15625
November 17, 2011	November 30, 2011	$	0.15625
December 21, 2011	December 30, 2011	$	0.15625


	For the nine months ended September 30,
	2011			2010				$ Change			% Change
	(Dollars in Thousands)

Operating revenues
Rental income	$	32,249		$	31,034			$	1,215			4	%
Interest income from mortgage note receivable		—			421				(421	)		-100	%
Tenant recovery revenue		259			246				13			5	%

Total operating revenues		32,508			31,701				807			3	%


Operating expenses							��
Depreciation and amortization		10,473			9,992				481			5	%
Property operating expenses		750			738				12			2	%
Due diligence expense		194			21				173			824	%
Base management fee		1,217			907				310			34	%
Incentive fee		2,549			2,746				(197	)		-7	%
Administration fee		759			808				(49	)		-6	%
General and administrative		1,193			2,837				(1,644	)		-58	%

Total operating expenses before credit from Adviser		17,135			18,049				(914	)		-5	%


Credit to incentive fee		(1,759	)		(56	)			(1,703	)		3041	%

Total operating expenses		15,376			17,993				(2,617	)		-15	%


Other income (expense)
Interest income - employee loans		28			123				(95	)		-77	%
Other income		45			3,318				(3,273	)		-99	%
Interest expense		(12,607	)		(13,028	)			421			-3	%

Total other expense		(12,534	)		(9,587	)			(2,947	)		31	%


Net income		4,598			4,121				477			12	%


Distributions attributable to preferred stock		(3,070	)		(3,070	)			—			0	%
Distributions attributable to senior common stock		(46	)		(5	)			(41	)		820	%


Net income available to common stockholders	$	1,482		$	1,046			$	436			42	%


	(Dollars in Thousands)
Interest Rate Change	Increase to Rental Income		Increase to Interest Expense		Net Decrease to Net Income

1% Increase to LIBOR	$	—	$	71	$	(71	)
2% Increase to LIBOR		—		141		(141	)
3% Increase to LIBOR		—		212		(212	)


4.4		Form of Certificate for 7.125% Series C Cumulative Term Preferred Stock of Gladstone Commercial Corporation, incorporated by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-A12B (File No. 001-33097), filed January 31, 2012.

10.1		Second Amendment to Credit Agreement and Omnibus Amendment of Loan Documents dated as of January 31, 2012 by and among Gladstone Commercial Limited Partnership as Borrower, the Committed Lenders named therein, and Capital One Bank, N.A. as Administrative Agent, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-33097), filed January 31, 2012.

10.2		Second Amendment to First Amended and Restated Agreement of Limited Partnership of Gladstone Commercial Limited Partnership, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-33097), filed February 3, 2012.

10.3		Gladstone Commercial Limited Partnership Schedule 4.2 (a) (4) to First Amended and Restated Agreement of Limited Partnership: Designation of 7.125% Series C Cumulative Term Preferred Units, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (File No. 001-33097) filed February 3, 2012.

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

12		Statements re: computation of ratios ~~of the Registrant~~ (filed herewith).

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

31.2		Certification of Chief Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 (filed herewith).



32.1		Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2		Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS***		XBRL Instance Document

101.SCH***		XBRL Taxonomy Extension Schema Document

101.CAL***		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB***		XBRL Taxonomy Extension Label Linkbase Document

101.PRE***		XBRL Taxonomy Extension Presentation Linkbase Document

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