Quarterly report pursuant to Section 13 or 15(d)

EQUITY

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EQUITY
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
EQUITY EQUITY
Registration Statement
On March 6, 2020, we filed a universal registration statement on Form S-3 (File No. 333-236943) with the SEC (the “Registration Statement”) to replace our prior universal registration statement. The 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 September 30, 2022, we have issued a total of 9,025,549 shares of Series C Preferred Stock for gross proceeds of approximately $223.6 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $60.4 million, and 13,357,547 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $260.6 million under the Registration Statement.
Equity Issuances
Series C Preferred Stock
On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of our newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”). The Series C Offering permitted 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.
On August 24, 2022, we amended the Series C Offering, to (i) reduce the amount of shares of the Series C Preferred Stock offered through the Primary Series C Offering to 10,200,000, (ii) reduce the amount of shares of the Series C Preferred Stock offered pursuant to the DRIP to 200,000; and (iii) reduce the duration of the period during which shares of the Series C Preferred Stock may be offered for sale to the earlier of (a) December 31, 2022 (unless earlier terminated or extended by our Board of Directors) or (b) the date on which all 10,200,000 shares of the Series C Preferred Stock offered in the Primary Series C Offering are sold. The offering period for the DRIP will terminate on the earlier of (1) the issuance of all 200,000 shares of Series C Preferred Stock under the DRIP and (2) the listing of the Series C Preferred Stock on the Nasdaq Global Market or another national securities exchange.
The following table provides information on sales of our Series C Preferred Stock during the three and nine months ended September 30, 2022 and 2021 (dollars in thousands, except per-share amounts):
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Number of shares sold(1)
2,470,908  578,426  5,499,383  1,517,446 
Weighted-average offering price per share $ 24.79  $ 24.85  $ 24.77  $ 24.84 
Gross proceeds $ 61,259  $ 14,372  $ 136,226  $ 37,687 
Net proceeds(2)
$ 56,213  $ 13,159  $ 125,111  $ 34,522 
(1)Excludes shares issued pursuant to the DRIP. We issued approximately 10,048 and 22,775 shares of the Series C Preferred Stock pursuant to the DRIP during the three and nine months ended September 30, 2022, respectively, and approximately 2,642 and 4,643 shares of the Series C Preferred Stock pursuant to the DRIP during the three and nine months ended September 30, 2021, respectively.
(2)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
In addition, during the three and nine months ended September 30, 2022, 18,075 and 22,715 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $420,000 and $531,000, respectively. During the three and nine months ended September 30, 2021, 9,920 shares of Series C Preferred Stock, were tendered for optional redemption, which we satisfied with aggregate cash payment of approximately $248,000.
As of September 30, 2022, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $1.4 million 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. In conjunction with the amendment of the Series C Offering, which reduced the amount of shares of Series C Preferred Stock to be offered, during the three months ended September 30, 2022, we expensed approximately $798,000 of unamortized deferred offering costs. These costs were recorded to Write-off of costs associated with offering of Series C cumulative redeemable preferred stock on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income during the three and nine months ended September 30, 2022. See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series C Offering.

As amended, the Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either December 31, 2022 (unless terminated earlier or extended by our Board of Directors), or the date on which all 10,200,000 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.
See Note 11, “Subsequent Events—Equity Activity—Equity Issuances,” for sales of Series C Preferred Stock completed subsequent to September 30, 2022.
Common Stock
At-the-Market Program
On May 12, 2020, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg & Co. Inc. (each a “Sales Agent”), under which we may 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 $100.0 million (the “ATM Program”). On May 18, 2021, we entered into separate amendments to the existing equity distribution agreements to allow us to sell up to $160.0 million of additional shares of our common stock, expanding the aggregate offering price to up to $260.0 million.
The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three and nine months ended September 30, 2022 and 2021 (dollars in thousands, except per-share amounts):
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Number of shares sold 183,937  1,565,925  493,992  5,824,970 
Weighted-average offering price per share $ 25.21  $ 23.66  $ 30.50  $ 21.19 
Gross proceeds $ 4,637  $ 37,053  $ 15,068  $ 123,458 
Net proceeds(1)
$ 4,565  $ 36,682  $ 14,892  $ 122,223 
(1)Net of underwriting commissions.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of September 30, 2022, and December 31, 2021, we owned 100.0% and approximately 99.4%, respectively, of the outstanding OP Units. There were 0 and 204,778 OP Units held by non-controlling OP Unitholders as of September 30, 2022, and December 31, 2021, respectively.
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.
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.
During the nine months ended September 30, 2021, we issued 204,778 OP Units to noncontrolling OP Unitholders representing an aggregate value of approximately $4.0 million, or $19.42 per OP Unit. During the nine months ended September 30, 2022, we redeemed those 204,778 OP Units with a cash payment of approximately $7.7 million, or $37.45 per OP Unit.
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.
Distributions
The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and nine months ended September 30, 2022 and 2021 are reflected in the table below.
Three Months Ended September 30, Nine Months Ended September 30,
Issuance 2022 2021 2022 2021
Series A Term Preferred Stock(1)(2)
$ —  $ —  $ —  $ 0.1815104 
Series B Preferred Stock 0.375 0.375 1.125 1.125
Series C Preferred Stock 0.375 0.375 1.125 1.125
Series D Term Preferred Stock(1)(3)
0.312501 0.312501  0.937503 0.871530 
Common Stock(4)
0.13680 0.13530 0.40890 0.40515
(1)Dividends are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)The Series A Term Preferred Stock was redeemed in full on February 12, 2021.
(3)The Series D Term Preferred Stock was issued on January 19, 2021.
(4)The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.