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

Quarterly report pursuant to Section 13 or 15(d)

Equity

Equity

6 Months Ended

Jun. 30, 2020

Amendment to Articles of Incorporation

On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation an Articles Supplementary (i) setting forth the rights, preferences, and terms of the Series C Preferred Stock and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series C Preferred Stock. The reclassification decreased the number of shares classified as common stock from approximately 91.5 million shares immediately prior to the reclassification to 65.5 million shares immediately after the reclassification.

Amendment to Operating Partnership Agreement

In connection with the authorization of the Series C Preferred Stock, the Operating Partnership adopted the Fourth Amendment to its First Amended and Restated Agreement of Limited Partnership, including Exhibit SC thereto (collectively, the “Amendment”), as amended from time to time, establishing the rights, privileges, and preferences of 6.00% Series C Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series C Preferred OP Units”). The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series C Preferred OP Units as are issued shares of Series C Preferred Stock by the Company in connection with the Series C Offering upon the Company’s contributions to the Operating Partnership of the net proceeds of the Series C Offering. Generally, the Series C Preferred OP Units provided for under the Amendment have preferences, distribution rights and other provisions substantially equivalent to those of the Series C Preferred Stock.

Non-Controlling Interests in Operating Partnership

We consolidate our Operating Partnership, which is a majority-owned partnership. As of June 30, 2020, and December 31, 2019, we owned approximately 99.3% and 98.6%, respectively, of the outstanding OP Units. As of June 30, 2020, and December 31, 2019, there were 144,151 and 288,303 OP Units held by non-controlling OP Unitholders.

On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis. The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption. A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.

We did not issue any new OP Units to non-controlling OP Unitholders during the three or six months ended June 30, 2020 or 2019.

Information related to OP Units tendered for redemption during the three and six months ended June 30, 2020 and 2019 is provided in the table below:



Period	OP Units Tendered for Redemption	Shares of Common Stock Issued
2020:
Three months ended June 30, 2020	144,152	144,152
Six months ended June 30, 2020	144,152	144,152

2019:
Three months ended June 30, 2019	0	0
Six months ended June 30, 2019	570,879	570,879

Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock. When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.

The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.

Registration Statement

On March 30, 2017, we filed a universal registration statement on Form S-3 (File No. 333-217042) with the SEC (the “2017 Registration Statement”) to replace our previous registration statement. The 2017 Registration Statement, which was declared

effective by the SEC on April 12, 2017, permitted us to issue up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities. Under the 2017 Registration Statement, we issued a total of 9,495,834 shares of common stock (excluding 1,215,565 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $117.4 million and 6,000,000 shares of Series B Preferred Stock for gross proceeds of approximately $147.5 million.

On March 6, 2020, we filed a universal registration statement on Form S-3 (File No. 333-236943) with the SEC (the “2020 Registration Statement”) to replace the 2017 Registration Statement. The 2020 Registration Statement, which was declared effective by the SEC on April 1, 2020, permits us to issue up to an aggregate of $1.0 billion in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities. Through June 30, 2020, we had issued a total of 44,129 shares of common stock (excluding 144,152 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $714,000 and 130,702 shares of Series C Preferred Stock for gross proceeds of approximately $3.3 million under the 2020 Registration Statement.

In conjunction with the filing of the 2020 Registration Statement, we wrote off approximately $29,000 of unallocated costs associated with the initial filing of the 2017 Registration Statement. These costs were written off to professional fees, which is included within General and administrative expenses on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income, during the six months ended June 30, 2020.

Equity Issuances

Series B Preferred Stock

On May 31, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Series B Offering”) of our 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an offering price of $25.00 per share. The Series B Preferred Stock was offered on a continuous, “reasonable best efforts” basis by Gladstone Securities, the dealer-manager for the Series B Offering. See Note 6, “Related-Party Transactions—Gladstone Securities—Series B Dealer-Manager Agreement,” for a discussion of the fees and commissions to be paid to Gladstone Securities in connection with the Series B Offering.

The following table provides information on sales of the Series B Preferred Stock that occurred during the three and six months ended June 30, 2020 and 2019 (dollars in thousands, except per-share amounts):



Period	Number of Shares Sold	Weighted-average Offering Price per Share	Gross Proceeds	Net Proceeds⁽¹⁾
2020⁽²⁾:
Six months ended June 30, 2020	1,229,531	24.52	30,148	27,664

2019:
Three months ended June 30, 2019	751,159	24.71	18,560	16,901
Six months ended June 30, 2019	1,499,075	24.71	37,042	33,729


⁽¹⁾	Net of Series B Selling Commissions and Series B Dealer-Manager Fees borne by us.


⁽²⁾	The Series B Offering was completed during the three months ended March 31, 2020.

The following table provides information on redemptions of the Series B Preferred Stock that occurred during the three and six months ended June 30, 2020 and 2019 (dollars in thousands, except per-share amounts):



Period	Number of Shares Redeemed	Weighted-average Redemption Price per Share		Cash Redemption Paid
2020:
Three months ended June 30, 2020	5,165	$	23.86	$	123
Six months ended June 30, 2020	12,918	23.89		309

2019:
Three months ended June 30, 2019	6,800	22.50		153
Six months ended June 30, 2019	7,400	22.50		166

The Series B Offering was completed on March 5, 2020 (the “Series B Termination Date”), with the full 6,000,000 allotted shares being sold, and, exclusive of redemptions, resulted in total gross proceeds of approximately $147.5 million and net proceeds, after deducting Series B Selling Commissions, Series B Dealer-Manager Fees, and offering expenses payable by us, of approximately $133.4 million. Excluding Series B Selling Commissions and Series B Dealer-Manager Fees, we incurred approximately $1.6 million of total costs related to the Series B Offering, which were initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and were applied against the gross proceeds received from the offering through additional paid-in capital as shares of the Series B Preferred Stock were sold.

There is currently no public market for shares of the Series B Preferred Stock; however, we intend to apply to list the Series B Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the Series B Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.

Series C Preferred Stock

On February 20, 2020, we filed a prospectus supplement with the SEC for a continuous public offering of up to 400,000 shares of our newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share, and up to 120,000 shares of our Series C Preferred Stock pursuant to the DRIP at a price of $22.75 per share. No shares of the Series C Preferred Stock were sold pursuant to the prospectus supplement dated February 20, 2020.

On April 3, 2020, we filed a new prospectus supplement with the SEC for a continuous offering of up to 26,000,000 shares of the Series C Preferred Stock, which superseded and replaced the prospectus supplement dated February 20, 2020, for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of the Series C Preferred Stock. The Series C Offering permits us to sell up to 20,000,000 shares (the “Primary Series C Offering”) of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share and up to 6,000,000 shares of our Series C Preferred Stock pursuant to the DRIP at a price of $22.75 per share. See Note 6, “Related-Party Transactions—Gladstone Securities—Series C Dealer-Manager Agreement,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series C Offering.

The following table provides information on equity sales that have occurred during the three and six months ended June 30, 2020 (dollars in thousands, except per-share amounts):



Period	Number of Shares Sold	Weighted Average Offering Price Per Share		Gross Proceeds		Net Proceeds⁽¹⁾
Three and Six months ended June 30, 2020⁽²⁾	130,702	$	24.94	$	3,260	$	2,973


⁽¹⁾	Net of Series C Selling Commissions and Series C Dealer-Manager Fees.


⁽²⁾	The Series C Offering commenced during the three months ended June 30, 2020.

As of June 30, 2020, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $302,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold. See Note 11, “Subsequent Events—Equity Activity—Series C Preferred Stock,” for sales of Series C Preferred Stock completed subsequent to June 30, 2020.

The Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either June 1, 2025 (unless terminated earlier or extended by our Board of Directors), or the date on which all 20,000,000 shares in the Primary Series C Offering are sold. There is currently no public market for shares of the Series C Preferred Stock; however, we intend to apply to list the Series C Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the Series C Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.

Common Stock

At-the-Market Program

On August 7, 2015, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”), as amended from time to time, with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co., Inc., and Virtu Americas, LLC (each a “Sales Agent”), under which we were permitted to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $30.0 million (the “Prior ATM Program”). On May 12, 2020, we terminated the Prior ATM Program and entered into new equity distribution agreements with Virtu Americas, LLC, and Ladenburg & Co., Inc., under which we may issue and sell, from time to time and through the current Sales Agents, shares of

our common stock having an aggregate offering price of up to $100.0 million (the “Current ATM Program,” and collectively with the Prior ATM Program, the “ATM Programs”).

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Programs during the three and six months ended June 30, 2020 and 2019 (dollars in thousands, except per-share amounts):



Period	Number of Shares Sold	Weighted-average Offering Price Per Share		Gross Proceeds		Net Proceeds⁽¹⁾
2020:
Three months ended June 30, 2020	44,129	$	16.19	$	714	$	707
Six months ended June 30, 2020	453,929	13.56		6,155		6,094

2019:
Three months ended June 30, 2019	70,551	12.65		893		879
Six months ended June 30, 2019	70,551	12.65		893		879


⁽¹⁾	Net of underwriting commissions and discounts.

Distributions

The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three and six months ended June 30, 2020 and 2019 are reflected in the table below.



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Issuance	2020		2019		2020		2019
Series A Term Preferred Stock⁽¹⁾	$	0.3984375	$	0.3984375	$	0.7968750	$	0.7968750
Series B Preferred Stock⁽²⁾	0.375		0.375		0.750		0.750
Series C Preferred Stock⁽²⁾	0.375		—		0.375		—
Common Stock⁽³⁾	0.13410		0.13350		0.26805		0.26685


⁽¹⁾	Treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.


⁽²⁾	Of the aggregate dividends declared on the Series B Preferred Stock and Series C Preferred Stock by our Board of Directors on April 14, 2020, and April 9, 2019, approximately $763,000 and $333,000, respectively, was paid (as scheduled) by us on July 3, 2020, and July 5, 2019, respectively.

⁽³⁾

The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.