Gladstone Commercial Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Equity and Mezzanine Equity

Equity and Mezzanine Equity

9 Months Ended

Sep. 30, 2019

Stockholders’ Equity

The following table summarizes the changes in our equity for the three and nine months ended September 30, 2019 and 2018 (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
Series A and B Preferred Stock	2019			2018			2019			2018
Balance, beginning of period	$	2		$	2		$	2		$	2
Issuance of Series A and B preferred stock, net	—			—			—			—
Balance, end of period	$	2		$	2		$	2		$	2
Senior Common Stock
Balance, beginning of period	$	1		$	1		$	1		$	1
Issuance of senior common stock, net	—			—			—			—
Balance, end of period	$	1		$	1		$	1		$	1
Common Stock
Balance, beginning of period	$	31		$	29		$	29		$	28
Issuance of common stock, net	—			—			2			1
Balance, end of period	$	31		$	29		$	31		$	29
Additional Paid in Capital
Balance, beginning of period	$	592,706		$	538,276		$	559,977		$	534,790
Issuance of Series A and B preferred stock and common stock, net	7,362			6,619			40,608			10,139
Retirement of senior common stock, net	—			—			—			(34		)
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership	(112		)	—			(629		)	—
Balance, end of period	$	599,956		$	544,895		$	599,956		$	544,895
Accumulated Other Comprehensive Income
Balance, beginning of period	$	(1,859	)	$	818		$	(148	)	$	35
Comprehensive income	(624		)	245			(2,335		)	1,028
Balance, end of period	$	(2,483	)	$	1,063		$	(2,483	)	$	1,063
Distributions in Excess of Accumulated Earnings
Balance, beginning of period	$	(331,461	)	$	(287,910	)	$	(310,117	)	$	(268,058	)
Distributions declared to common, senior common, and preferred stockholders	(14,482		)	(13,633		)	(42,674		)	(40,615		)
Net income	2,207			2,677			9,055			9,807
Balance, end of period	$	(343,736	)	$	(298,866	)	$	(343,736	)	$	(298,866	)
Total Stockholders' Equity
Balance, beginning of period	$	259,420		$	251,216		$	249,744		$	266,798
Issuance of Series A and B preferred stock and common stock, net	7,362			6,619			40,610			10,140
Retirement of senior common stock, net	—			—			—			(34		)
Distributions declared to common, senior common, and preferred stockholders	(14,482		)	(13,633		)	(42,674		)	(40,615		)
Comprehensive income	(624		)	245			(2,335		)	1,028
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership	(112		)	—			(629		)	—
Net income	2,207			2,677			9,055			9,807
Balance, end of period	$	253,771		$	247,124		$	253,771		$	247,124
Non-Controlling Interest
Balance, beginning of period	$	4,665		$	—		$	4,675		$	—
Distributions declared to Non-controlling OP Unit holders	(279		)	—			(835		)	—
Adjustment to OP Units held by Non-controlling OP Unitholders resulting from changes in ownership of the Operating Partnership	112			—			629			—
Net income	(16		)	—			13			—
Balance, end of period	$	4,482		$	—		$	4,482		$	—
Total Equity	$	258,253		$	247,124		$	258,253		$	247,124

Distributions

We paid the following distributions per share for the three and nine months ended September 30, 2019 and 2018:



	For the three months ended September 30,				For the nine months ended September 30,
	2019		2018		2019		2018
Common Stock and Non-controlling OP Units	$	0.375	$	0.375	$	1.125	$	1.125
Senior Common Stock	0.2625		0.2625		0.7875		0.7875
Series A Preferred Stock	0.4843749		0.4843749		1.4531247		1.4531247
Series B Preferred Stock	0.46875		0.46875		1.4063		1.4063
Series D Preferred Stock	0.4374999		0.4374999		1.3124997		1.3124997

Recent Activity

Common Stock ATM Program

During the nine months ended September 30, 2019, we sold 2.0 million shares of common stock, raising $40.7 million in net proceeds under our open market sales agreement with Cantor Fitzgerald (the “Common Stock ATM Program”). As of September 30, 2019, we had remaining capacity to sell up to $28.7 million of common stock under the Common Stock ATM Program.

Series A and B Preferred Stock ATM Programs

Under another open market sales agreement with Cantor Fitzgerald (the “Series A and B Preferred ATM Program”), we would, from time to time, offer to sell (i) shares of our 7.75% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred”), and (ii) shares of our 7.50% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred”), having an aggregate offering price of up to $40.0 million, through Cantor Fitzgerald, acting as sales agent and/or principal. We did not sell any shares of our Series A Preferred or Series B Preferred under our Series A and B Preferred ATM Program during the nine months ended September 30, 2019. As of September 30, 2019, we had remaining capacity to sell up to $37.2 million of preferred stock under the Series A and B Preferred ATM Program.

On October 28, 2019, we terminated the Series A and B Preferred ATM Program with Cantor Fitzgerald, as the Series A Preferred and Series B Preferred were fully redeemed on this date.

Mezzanine Equity

Our 7.00% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred”) is classified as mezzanine equity on our condensed consolidated balance sheets 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 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 greater than 50% is remote.

Under a third open market sales agreement with Cantor Fitzgerald (the “Series D Preferred ATM Program”), we may, from time to time, offer to sell shares of our Series D Preferred, having an aggregate offering price of up to $50.0 million, through Cantor Fitzgerald, acting as sales agent and/or principal. We did not sell any shares of our Series D Preferred under our Series D Preferred ATM Program during the nine months ended September 30, 2019. As of September 30, 2019, we had remaining capacity to sell up to $18.6 million of Series D Preferred under the Series D Preferred ATM Program.

Amendment to Articles of Incorporation

On April 11, 2018, we filed with the Maryland State Department of Assessments and Taxation an Articles Supplementary reclassifying 3,500,000 authorized but unissued shares of our Senior Common Stock, as authorized but unissued shares of our common stock. As a result of the reclassification, there were 57,969 authorized but unissued shares of Senior Common Stock.

On April 11, 2018, we also filed with the Maryland State Department of Assessments and Taxation an Articles of Amendment to increase the number of shares of capital stock we have authority to issue to 100,000,000 and authorized common stock to 87,700,000 shares.

On September 27, 2019, the Company filed with the Maryland State Department of Assessments and Taxation the Articles Supplementary (i) setting forth the rights, preferences and terms of its newly designated 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, with a liquidation preference of $25.00 per share (the “Series E Preferred Stock”) and (ii) reclassifying and designating 4,000,000 shares of the Company’s authorized and unissued shares of Common Stock as shares of Series E Preferred Stock. The reclassification decreased the number of shares classified as Common Stock from 87,700,000 shares immediately prior to the reclassification to 83,700,000 shares immediately after the reclassification.

Universal Shelf Registration Statement

On January 11, 2019, we filed a universal registration statement on Form S-3, File No. 333-229209, and an amendment thereto on Form-S-3/A on January 24, 2019 (collectively referred to as the “Universal Shelf”). The Universal Shelf became effective on February 13, 2019 and replaces our prior universal shelf registration statement. The Universal Shelf allows us to issue up to $500.0 million of securities. As of September 30, 2019, we had the ability to issue up to $462.3 million under the Universal Shelf.