Annual report pursuant to Section 13 and 15(d)

Equity

v3.20.4
Equity
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Equity EQUITY
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.
Subsequent to December 31, 2020, we further amended our articles of incorporation in connection with the issuance of the Series D Preferred Stock (as defined in Note 11, “Subsequent Events—Financing Activity—Borrowing Activity”). See Note 11, “Subsequent Events—Financing Activity—Equity Activity,” for additional information on this amendment to our articles of incorporation.
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 (collectively, the “Amendment”), 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.
Subsequent to December 31, 2020, we further amended our Operating Partnership agreement in connection with the issuance of the Series D Preferred Stock (as defined in Note 11, “Subsequent Events—Financing Activity—Borrowing Activity”). See Note 11, “Subsequent Events—Financing Activity—Equity Activity,” for additional information on this amendment to our Operating Partnership agreement.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership. As of December 31, 2020 and 2019, we owned 100.0% and approximately 98.6%, respectively, of the outstanding OP Units. As of December 31, 2020 and 2019, there were 0 and 288,303 OP Units held by non-controlling OP Unitholders, respectively.
On or after 12 months after becoming a holder of OP Units, each non-controlling OP Unitholder 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 during the year ended December 31, 2020. Information related to OP Units issued during the year December 31, 2019, is provided in the table below (dollars in thousands, except per-unit amounts):
Number of OP Units Issued Weighted-average Issuance Price
Aggregate Value(1)
288,303 $11.41 $ 3,290 
(1)Based on the closing stock price of the Company’s common stock on the date of issuance.
Information related to OP Units tendered for redemption during the years ended December 31, 2020 and 2019 is provided in the table below (dollars in thousands, except per-unit amounts):
Period OP Units Tendered
for Redemption		 Shares of Common
Stock Issued
For the year ended December 31, 2020 288,303 288,303
For the year ended December 31, 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 OP 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 December 31, 2020, we had issued a total of 4,584,258 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $67.8 million and approximately 1,088,573 shares of Series C Preferred Stock (excluding redemptions) for gross proceeds of approximately $27.0 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 year ended December 31, 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 for gross proceeds of up to $150.0 million. 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 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 years ended December 31, 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)
Year Ended December 31, 2020 1,229,531 $ 24.52  $ 30,148  $ 27,664 
Year Ended December 31, 2019 3,626,076 24.61  89,232  81,587 
(1)Net of Series B Selling Commissions and Series B Dealer-Manager Fees borne by us.
The following table provides information on redemptions of the Series B Preferred Stock that occurred during the years ended December 31, 2020 and 2019 (dollars in thousands, except per-share amounts):
Period Number of
Shares Redeemed		 Weighted-average
Redemption Price
per Share		 Cash Redemption Paid
Year Ended December 31, 2020 29,335 $ 23.22  $ 681 
Year Ended December 31, 2019 14,600 23.30  340 
The Series B Offering was completed on March 9, 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 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.
During the year ended December 31, 2020, we listed the Series B Preferred Stock on Nasdaq under the ticker symbol “LANDO.” Trading of the Series B Preferred Stock on Nasdaq commenced on October 19, 2020.
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 sales of the Series C Preferred Stock that occurred during the year ended December 31, 2020 (dollars in thousands, except per-share amounts):
Period
Number of
Shares Sold(1)
Weighted Average
Offering Price
Per Share		 Gross Proceeds
Net Proceeds(2)
Year Ended December 31, 2020 1,088,315 $ 24.80  $ 26,987  $ 24,759 
(1)Excludes shares issued pursuant to the DRIP. During the year ended December 31, 2020, we issued approximately 258 shares of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of Series C Selling Commissions and Series C Dealer-Manager Fees.
The following table provides information on redemptions of the Series C Preferred Stock that occurred during the year ended December 31, 2020 and (dollars in thousands, except per-share amounts):
Period Number of
Shares Redeemed		 Weighted-average
Redemption Price
per Share		 Cash Redemption Paid
Year Ended December 31, 2020 138 $ 22.50  $ 3 
As of December 31, 2020, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $282,000 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 December 31, 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
Follow-on Offerings
We completed an overnight public offering of our common stock during each of the years ended December 31, 2020 and 2019, which are summarized in the following table (dollars in thousands, except per-share amounts):
Period
Number of
Shares Sold(1)
Weighted-average
Offering Price
Per Share
Gross Proceeds(1)
Net Proceeds(1)(2)
Year Ended December 31, 2020 1,897,500 $ 14.40  $ 27,324  $ 26,094 
Year Ended December 31, 2019 2,277,297 11.73  26,713  25,401 
(1)Includes the underwriters’ exercise of the over-allotment option in connection with each offering.
(2)Net of underwriting commissions and discounts.
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 Thalmann & 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 years ended December 31, 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)
Year Ended December 31, 2020 3,096,558 $ 14.82  $ 45,883  $ 45,424 
Year Ended December 31, 2019 197,142 12.24  2,413  2,377 
(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 years ended December 31, 2020 and 2019 are reflected in the table below.
For the Years Ended December 31,
Issuance 2020 2019
Series A Term Preferred Stock(1)
$ 1.59375  $ 1.59375 
Series B Preferred Stock(2)
1.500  1.500 
Series C Preferred Stock(2)
1.1250  — 
Common Stock(3)
0.53715  0.53430 
(1)Treated similar to interest expense on the accompanying 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 October 31, 2020, and October 8, 2019, approximately $881,000 and $594,000, respectively, was paid (as scheduled) by us on January 5, 2021, and January 3, 2020, respectively.
(3)The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.
For federal income tax characterization purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital, or a combination thereof. The characterization of distributions on our preferred and common stock during each of the years ended December 31, 2020 and 2019 is reflected in the following table:
Ordinary
Income		 Return of
Capital		 Long-term
Capital Gain
For the Year Ended December 31, 2020:
Series A Term Preferred Stock 70.743160  % 29.256840  % —  %
Series B Preferred Stock 70.743160  % 29.256840  % —  %
Series C Preferred Stock 70.743160  % 29.256840  % —  %
Common Stock —  % 100.000000  % —  %
For the Year Ended December 31, 2019:
Series A Term Preferred Stock 100.000000  % —  % —  %
Series B Preferred Stock 100.000000  % —  % —  %
Common Stock 2.668400  % 97.331600  % —  %