Gladstone Commercial Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity and Mezzanine Equity

Stockholders' Equity and Mezzanine Equity

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Stockholders' Equity and Mezzanine Equity

Stockholders’ Equity and Mezzanine Equity

Distributions

We paid the following distributions per share for the years ended December 31, 2017, 2016, and 2015:



	For the year ended December 31,
	2017		2016			2015
Common Stock	$	1.500	$	1.500		$	1.500
Senior Common Stock	1.0500		1.0500			1.0500
Series A Preferred Stock	1.9374996		1.9374996			1.9374996
Series B Preferred Stock	1.8750		1.8750			1.8750
Series C Preferred Stock	—		1.1330		(1)	1.7813
Series D Preferred Stock	1.7500		1.0538			—


(1)	We fully redeemed our Series C Preferred Stock on August 19, 2016, and paid all outstanding shareholders a prorated dividend for the month of August.

For federal income tax purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital or a combination of the foregoing. We had capital gains during the year ended December 31, 2015. The characterization of distributions during each of the last three years is reflected in the table below:



	Ordinary Income		Return of Capital		Long-Term Capital Gains
Common Stock
For the year ended December 31, 2015	18.80114	%	79.50018	%	1.69868	%
For the year ended December 31, 2016	28.81758	%	71.18242	%	—	%
For the year ended December 31, 2017	39.63189	%	60.36811	%	—	%
Senior Common Stock
For the year ended December 31, 2015	91.71368	%	—	%	8.28632	%
For the year ended December 31, 2016	100.00000	%	—	%	—	%
For the year ended December 31, 2017	100.00000	%	—	%	—	%
Series A Preferred Stock
For the year ended December 31, 2015	91.71368	%	—	%	8.28632	%
For the year ended December 31, 2016	100.00000	%	—	%	—	%
For the year ended December 31, 2017	100.00000	%	—	%	—	%
Series B Preferred Stock
For the year ended December 31, 2015	91.71368	%	—	%	8.28632	%
For the year ended December 31, 2016	100.00000	%	—	%	—	%
For the year ended December 31, 2017	100.00000	%	—	%	—	%
Series C Preferred Stock
For the year ended December 31, 2015	91.71368	%	—	%	8.28632	%
For the year ended December 31, 2016	100.00000	%	—	%	—	%
For the year ended December 31, 2017	—	%	—	%	—	%
Series D Preferred Stock
For the year ended December 31, 2015	—	%	—	%	—	%
For the year ended December 31, 2016	100.00000	%	—	%	—	%
For the year ended December 31, 2017	100.00000	%	—	%	—	%

Recent Activity

Common Stock Offering

On July 25, 2017, we completed an overnight offering of 1.2 million shares of our common stock at a public offering price of $20.52 per share. Net proceeds, after deducting underwriter commissions and discounts, were $22.5 million. The proceeds from this offering were used to acquire real estate, repay existing indebtedness, and for other general corporate purposes. On July 31, 2017, the offering's underwriters also exercised their overallotment option, purchasing an additional 0.2 million shares of our common stock at the public offering price of $20.52 per share. Net proceeds from this exercise, after deducting underwriter commissions and discounts, were $3.4 million. The proceeds from this overallotment were also used to acquire real estate, repay existing indebtedness, and for other general corporate purposes.

Common Stock ATM Program

In February 2016, we amended our common stock ATM program (the "Amended Common ATM Program"). The amendment increased the amount of shares of common stock that we may offer and sell through Cantor Fitzgerald to $160.0 million. All other terms of the common ATM program remained unchanged. During the year ended December 31, 2017, we sold 2.1 million shares of common stock, raising $45.5 million in net proceeds under the program. As of December 31, 2017, we had a remaining capacity to sell up to $86.3 million of common stock under the program. The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

Series A and B Preferred Stock ATM Programs

In February 2016, we entered into an open market sales agreement, (the "Series A and B Preferred ATM Programs"), with Cantor Fitzgerald, pursuant to which we may, from time to time, offer to sell (i) shares of our 7.75% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock"), and (ii) shares of our 7.50% Series B Cumulative Redeemable Preferred Stock, (the "Series B Preferred Stock"), having an aggregate offering price of up to $40.0 million. During the year ended December 31, 2017, we did not sell any shares of our Series A Preferred Stock or Series B Preferred Stock. As of December 31, 2017, we had a remaining capacity to sell up to $37.2 million of preferred stock under the Series A and B Preferred ATM Programs. The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

Mezzanine Equity

Our 7.00% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred”), is classified as mezzanine equity in our consolidated balance sheet because it is redeemable at the option of the shareholder upon a change of control of greater than 50% in accordance with ASC 480-10-S99 “Distinguishing Liabilities from Equity,” which requires mezzanine equity classification for preferred stock issuances with redemption features which are outside of the control of the issuer. A change in control of our company, outside of our control, is only possible if a tender offer is accepted by over 90% of our shareholders. All other change in control situations would require input from our Board of Directors. We will periodically evaluate the likelihood that a change of control of greater than 50% will take place, and if we deem this probable, we would adjust the Series D Preferred presented in mezzanine equity to their redemption value, with the offset to gain (loss) on extinguishment. We currently believe the likelihood of a change of control of greater than 50% is remote.

In June 2016, we entered into an open market sales agreement (the "Series D Preferred ATM Program"), with Cantor Fitzgerald, pursuant to which we may, from time to time, offer to sell shares of our Series D Preferred Stock, having an aggregate offering price of up to $50.0 million. During the year ended December 31, 2017, we sold 0.5 million shares of our Series D Preferred Stock for net proceeds of $12.7 million. As of December 31, 2017, we had a remaining capacity to sell up to $20.8 million of Series D Preferred Stock under the Series D Preferred ATM Program. The proceeds from these issuances were used to acquire real estate, repay outstanding debt and for other general corporate purposes.

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 were intended to be offered pursuant to the primary offering and 500,000 shares were intended to be offered pursuant to our senior common distribution reinvestment plan (the "DRIP"). This offering terminated according to its terms on March 28, 2015. During the three months ended March 31, 2015, we sold 189,052 shares of our Senior Common Stock at $15.00 per share and issued 5,134 shares of our Senior Common Stock under the DRIP. The net proceeds, after deducting the underwriting discount and commission, were $2.6 million. At the conclusion of the offering on March 28, 2015, we had sold 927,994 shares of Senior Common Stock, for gross proceeds of $13.9 million, and issued an additional 27,038 shares of Senior Common Stock under the DRIP program.