Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.24.3
Equity
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
EQUITY EQUITY
Registration Statement
On March 6, 2020, we filed a universal shelf registration statement on Form S-3 (File No. 333-236943) with the SEC (the “2020 Registration Statement”). The 2020 Registration Statement, which was declared effective by the SEC on April 1, 2020, permitted 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. Under the 2020 Registration Statement, we issued a total of 10,254,072 shares of Series C Preferred Stock (defined below) for gross proceeds of approximately $253.9 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $60.4 million, 77,841 shares of Series E Preferred Stock for gross proceeds of approximately $1.9 million, and 14,367,524 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $280.9 million.
On March 28, 2023, we filed a universal shelf registration statement on Form S-3, as amended (File No. 333-270901), with the SEC (the “2023 Registration Statement”) to replace the 2020 Registration Statement. The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, permits us to issue up to an aggregate of $1.5 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 securities. Through September 30, 2024, we have issued a total of 175,335 shares of Series E Preferred Stock (defined below) for gross proceeds of approximately $4.4 million and 124,460 shares of common stock for gross proceeds of approximately $2.2 million under the 2023 Registration Statement. See Note 11, “Subsequent Events,” for equity issuances completed subsequent to September 30, 2024.
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 our 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”). Under the Series C Offering, as amended, we were permitted us to sell up to 10,200,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Primary Series C Offering”) and up to 200,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $22.75 per share. The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold resulting in total gross proceeds, exclusive of redemptions, of approximately $252.6 million and net proceeds, after deducting commissions, dealer-manager fees, and offering expenses payable by us, of approximately $230.5 million. The Series C Preferred Stock DRIP was terminated effective March 22, 2023.
We listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP,” and trading commenced on June 8, 2023.
During the nine months ended September 30, 2023, we issued 14,069 shares of the Series C Preferred Stock pursuant to the DRIP, and 48,913 shares of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $1.2 million. We did not issue any shares of the Series C Preferred Stock pursuant to the DRIP during the three months ended September 30, 2023, nor were any shares of the Series C Preferred Stock tendered for optional redemption.
Series E Preferred Stock
On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share. 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 E Offering.
The following table provides information on sales of our Series E Preferred Stock during the three and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per-share amounts):
Three Months Ended September 30, Nine Months Ended September 30,
2024 2023 2024 2023
Number of shares sold 3,595  87,672  15,735  223,081 
Weighted-average offering price per share $ 24.89  $ 24.96  $ 24.98  $ 24.95 
Gross proceeds $ 89  $ 2,188  $ 393  $ 5,566 
Net proceeds(1)
$ 81  $ 1,973  $ 354  $ 5,019 
(1)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
The Series E Offering will terminate on the date (the “Series E Termination Date”) that is the earlier of (i) December 31, 2025 (unless terminated or extended by our Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offered in the Series E Offering are sold. There is currently no public market for shares of Series E Preferred Stock. We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Series E Termination Date; however, there can be no assurance that a listing will be achieved in such timeframe, or at all.
See Note 11, “Subsequent Events,” for equity issuances completed subsequent to September 30, 2024.
Common Stock
At-the-Market Program
We have 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”), that, as amended, currently permit us 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 $500.0 million (the “ATM Program”). We did not sell any shares of common stock under the ATM Program during either of the three or nine months ended September 30, 2024. The following table provides information on shares of common stock sold under the ATM Program during the three and nine months ended September 30, 2023 (dollars in thousands, except per-share amounts):
Three Months Ended
September 30, 2023		 Nine Months Ended
September 30, 2023
Number of shares sold 58,360  788,045 
Weighted-average offering price per share $ 17.34  $ 19.34 
Gross proceeds $ 1,012  $ 15,240 
Net proceeds(1)
$ 1,002  $ 15,087 
(1)Net of underwriting commissions
See Note 11, “Subsequent Events,” for equity issuances completed subsequent to September 30, 2024.
Repurchase Program
On May 17, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $20.0 million of our 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) and up to $35.0 million of our Series C Preferred Stock (collectively, the “Repurchase Program”). The Board’s authorization of the Repurchase Program may be suspended or discontinued at any time, does not obligate us to acquire any particular amount of securities, and expires on May 17, 2025. Under the Repurchase Program, repurchases are intended to be implemented through open market transactions on U.S. exchanges and/or in privately-negotiated transactions facilitated by a third-party broker acting as agent for us in accordance with applicable securities laws. Any repurchases will be made during applicable trading window periods or pursuant to applicable Rule 10b5-1 trading plans.
The following table summarizes repurchase activity under the Repurchase Program during the three and nine months ended September 30, 2024 (dollars in thousands, except per-share amounts):
Three Months Ended
September 30, 2024		 Nine months ended September 30, 2024
Series B Preferred Stock:
Number of shares repurchased 60,441  115,176 
Gross repurchase price(1)
$ 1,296  $ 2,429 
Weighted-average repurchase price per share $ 21.44  $ 21.09 
Gain on repurchase(2)
$ 49  $ 133 
Series C Preferred Stock:
Number of shares repurchased 115,604  201,646 
Gross repurchase price(1)
$ 2,440  $ 4,201 
Weighted-average repurchase price per share $ 21.10  $ 20.83 
Gain on repurchase(2)
$ 182  $ 372 
(1)Inclusive of broker commissions.
(2)The gain on the repurchase of cumulative redeemable preferred stock is included within Gain (loss) on extinguishment of cumulative redeemable preferred stock, net on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of September 30, 2024, and December 31, 2023, we owned 100.0% of the outstanding OP Units.
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.
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, 2024 and 2023 are reflected in the table below.
Three Months Ended September 30, Nine Months Ended September 30,
Issuance 2024 2023 2024 2023
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)
0.312501  0.312501  0.937503  0.937503 
Series E Term Preferred Stock 0.312501  0.312501  0.937503  0.937503 
Common Stock(2)
0.1401  0.1386  0.4194  0.4143 
(1)Dividends are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders, if any, as of the applicable date of record.