NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BUSINESS AND ORGANIZATION
Business and Organization
Gladstone Land Corporation (“we,” “us,” or the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been originally incorporated in California on June 14, 1997. We are primarily in the business of owning and leasing farmland, and we conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership. As we currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the common units of limited partnership interest in the Operating Partnership (“OP Units”), the financial position and results of operations of the Operating Partnership are consolidated within our financial statements. As of September 30, 2021 and December 31, 2020, the Company owned approximately 99.4% and 100.0%, respectively, of the outstanding OP Units (see Note 8, “Equity,” for additional discussion regarding OP Units).
Gladstone Land Advisers, Inc. (“Land Advisers”), a Delaware corporation and a subsidiary of ours, was created to collect any non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations. We have elected for Land Advisers to be taxed as a taxable REIT subsidiary (“TRS”) of ours. Since we currently own 100% of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements. For the nine months ended September 30, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.
Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (the “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (the “Administrator”), a Delaware limited liability company. Our Adviser and Administrator are both affiliates of ours (see Note 6, “Related-Party Transactions,” for additional discussion regarding our Adviser and Administrator).
All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Information
Our interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) necessary for the fair statement of financial statements for the interim period have been included. The interim financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2021 (the “Form 10-K”). The results of operations for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, including the impact of extraordinary events, such as the novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making certain judgments. Actual results may materially differ from these estimates.
Recently-Issued Accounting Pronouncements
In April 2020, the FASB issued a staff question-and-answer document, “Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic” (the “COVID-19 Q&A”), to address certain frequently-asked questions pertaining to lease concessions arising from the effects of the COVID-19 pandemic. Existing lease guidance requires entities to determine if a lease concession is a result of a new arrangement reached with the tenant (which would be addressed under the lease modification accounting framework) or if a lease concession is under the enforceable rights and obligations within the existing lease agreement (which would not fall under the lease modification accounting framework). The COVID-19 Q&A clarifies that entities may elect to not evaluate whether lease-related relief granted in light of the effects of COVID-19 is a lease modification, provided that the concession does not result in a substantial increase in rights of the lessor or obligations of the lessee. This election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract. We have not needed to make use of this election to date.
On July 19, 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-05, “Leases (Topic 842): Lessors - Certain Leases With Variable Lease Payments,” to improve guidance for a lessor’s accounting for lease contracts that have variable lease payments not dependent on a reference index or a rate and that would have resulted in the recognition of a selling loss at commencement if classified as a sales-type or direct financing lease. Leases that contain such variable lease payments are to be classified and accounted for as operating leases by the lessor if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would otherwise have recognized a day-one loss. While earlier application is permitted, the amendments are effective for fiscal years beginning after December 15, 2021 and can be applied either retrospectively to leases that commenced or were modified on or subsequent to the adoption of Topic 842 or prospectively as of the date of adoption of ASU 2021-05. The Company early adopted this ASU using the prospective method, however the implementation of this update did not have a material impact on our consolidated financial statements.
NOTE 3. REAL ESTATE AND INTANGIBLE ASSETS
All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about the 158 farms we owned as of September 30, 2021 (dollars in thousands, except for footnotes):
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location
|
|
No. of Farms
|
|
Total
Acres
|
|
Farm Acres
|
|
Net Cost Basis(1)
|
|
Encumbrances(2)
|
|
California(3)(4)(5)
|
|
60
|
|
28,882
|
|
26,758
|
|
$
|
724,248
|
|
|
$
|
402,262
|
|
|
Florida
|
|
25
|
|
21,387
|
|
16,805
|
|
213,932
|
|
|
128,343
|
|
|
Arizona(6)
|
|
6
|
|
6,280
|
|
5,228
|
|
55,678
|
|
|
19,308
|
|
|
Colorado
|
|
12
|
|
32,773
|
|
25,577
|
|
47,543
|
|
|
29,618
|
|
|
Washington
|
|
3
|
|
1,384
|
|
1,001
|
|
38,030
|
|
|
25,325
|
|
|
Nebraska
|
|
9
|
|
7,782
|
|
7,050
|
|
30,479
|
|
|
12,210
|
|
|
Michigan
|
|
23
|
|
1,892
|
|
1,245
|
|
24,723
|
|
|
14,923
|
|
|
Oregon
|
|
4
|
|
561
|
|
471
|
|
18,293
|
|
|
3,781
|
|
|
Texas
|
|
1
|
|
3,667
|
|
2,219
|
|
8,269
|
|
|
5,059
|
|
|
Maryland
|
|
6
|
|
987
|
|
863
|
|
7,992
|
|
|
4,584
|
|
|
South Carolina
|
|
3
|
|
597
|
|
447
|
|
3,745
|
|
|
2,237
|
|
|
North Carolina
|
|
2
|
|
310
|
|
295
|
|
2,214
|
|
|
1,172
|
|
|
New Jersey
|
|
3
|
|
116
|
|
101
|
|
2,196
|
|
|
—
|
|
|
Delaware
|
|
1
|
|
180
|
|
140
|
|
1,279
|
|
|
735
|
|
|
|
|
158
|
|
106,798
|
|
88,200
|
|
$
|
1,178,621
|
|
|
$
|
649,557
|
|
(1)Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Specifically, includes Total real estate, net (excluding improvements paid for by the tenant), Lease intangibles, net, and Long-term water assets; plus net above-market lease values, lease incentives, and investments in special-purpose LLCs included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Condensed Consolidated Balance Sheets.
(2)Excludes approximately $3.5 million of debt issuance costs related to notes and bonds payable, which is included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.
(3)Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties. As of September 30, 2021, this investment had a net carrying value of approximately $1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.
(4)Includes one farm in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041. The ground sublease consists of approximately five acres and had a net cost basis of approximately $772,000 as of September 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
(5)Includes 25,330 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California. See “—Investments in Water Assets” below for additional information on this water.
(6)Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $1.2 million as of September 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2021, and December 31, 2020 (dollars in thousands):
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|
|
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|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Real estate:
|
|
|
|
|
Land and land improvements
|
$
|
769,384
|
|
|
$
|
713,333
|
|
|
Permanent Plantings
|
250,099
|
|
|
202,420
|
|
|
Irrigation and drainage systems
|
147,210
|
|
|
141,408
|
|
|
Farm-related facilities
|
45,493
|
|
|
28,146
|
|
|
Other site improvements
|
11,749
|
|
|
10,132
|
|
|
Real estate, at cost
|
1,223,935
|
|
|
1,095,439
|
|
|
Accumulated depreciation
|
(67,007)
|
|
|
(49,236)
|
|
|
Total real estate, net
|
$
|
1,156,928
|
|
|
$
|
1,046,203
|
|
Real estate depreciation expense on these tangible assets was approximately $6.6 million and $18.3 million for the three and nine months ended September 30, 2021, respectively, and approximately $3.6 million and $10.6 million for the three and nine months ended September 30, 2020, respectively.
Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of September 30, 2021, and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.1 million and $2.0 million, respectively. We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $88,000 and $282,000 for the three and nine months ended September 30, 2021, respectively, and approximately $76,000 and $228,000 for the three and nine months ended September 30, 2020, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2021, and December 31, 2020 (dollars in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Lease intangibles:
|
|
|
|
|
Leasehold interest – land
|
$
|
4,292
|
|
|
$
|
3,498
|
|
|
In-place leases
|
2,190
|
|
|
1,968
|
|
|
Leasing costs
|
1,822
|
|
|
1,640
|
|
|
Tenant relationships
|
127
|
|
|
127
|
|
|
Lease intangibles, at cost
|
8,431
|
|
|
7,233
|
|
|
Accumulated amortization
|
(3,689)
|
|
|
(3,501)
|
|
|
Lease intangibles, net
|
$
|
4,742
|
|
|
$
|
3,732
|
|
Total amortization expense related to these lease intangible assets was approximately $296,000 and $983,000 for the three and nine months ended September 30, 2021, respectively, and approximately $294,000 and $1.4 million for the three and nine months ended September 30, 2020, respectively.
The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2021, and December 31, 2020 (dollars in thousands):
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|
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|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Intangible Asset or Liability
|
|
Deferred
Rent Asset
(Liability)
|
|
Accumulated
(Amortization)
Accretion
|
|
Deferred
Rent Asset
(Liability)
|
|
Accumulated
(Amortization)
Accretion
|
|
Above-market lease values and lease incentives(1)
|
|
$
|
65
|
|
|
$
|
(11)
|
|
|
$
|
308
|
|
|
$
|
(154)
|
|
|
Below-market lease values and other deferred revenue(2)
|
|
(2,220)
|
|
|
488
|
|
|
(908)
|
|
|
336
|
|
|
|
|
$
|
(2,155)
|
|
|
$
|
477
|
|
|
$
|
(600)
|
|
|
$
|
182
|
|
(1)Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Condensed Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Total amortization related to above-market lease values and lease incentives was approximately $47,000 for each of the three and nine months ended September 30, 2021, and approximately $32,000 and $94,000 for the three and nine months ended September 30, 2020, respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $62,000 and $161,000 for the three and nine months ended September 30, 2021, respectively, and approximately $28,000 and $78,000 for the three and nine months ended September 30, 2020, respectively.
Acquisitions
2021 Acquisitions
During the nine months ended September 30, 2021, we acquired 21 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
Property
Name
|
|
Property
Location
|
|
Acquisition
Date
|
|
Total
Acres
|
|
No. of
Farms
|
|
Primary
Crop(s) / Use
|
|
Lease
Term
|
|
Renewal
Options
|
|
Total
Purchase
Price
|
|
Acquisition
Costs(1)
|
|
Annualized
Straight-line
Rent(2)
|
|
Palmer Mill Road
|
|
Dorchester, MD
|
|
3/3/2021
|
|
228
|
|
2
|
|
Sod
|
|
10.0 years
|
|
2 (5 years)
|
|
$
|
1,600
|
|
|
$
|
56
|
|
|
$
|
89
|
|
|
Eight Mile Road – Port Facility
|
|
San Joaquin, CA
|
|
3/11/2021
|
|
5
|
|
1
|
|
Cooling facility and storage
|
|
9.8 years
|
|
3 (5 years)
|
|
3,977
|
|
|
50
|
|
|
189
|
|
|
South Avenue
|
|
Tehama, CA
|
|
4/5/2021
|
|
2,285
|
|
1
|
|
Olives for olive oil
|
|
14.7 years
|
|
1 (5 years)
|
|
37,800
|
|
|
149
|
|
|
2,555
|
|
|
Richards Avenue
|
|
Atlantic, NJ
|
|
6/3/2021
|
|
116
|
|
3
|
|
Blueberries
|
|
14.9 years
|
|
2 (5 years)
|
|
2,150
|
|
|
63
|
|
|
129
|
|
|
Lerdo Highway (Phase I)(3)(4)
|
|
Kern, CA
|
|
6/4/2021
|
|
639
|
|
1
|
|
Conventional & organic almonds and banked water
|
|
10.4 years
|
|
3 (10 years)
|
|
26,492
|
|
|
111
|
|
|
974
|
|
|
Almena Drive
|
|
Van Buren
& Eaton, MI
|
|
6/9/2021
|
|
930
|
|
8
|
|
Blueberries
|
|
14.7 years
|
|
2 (5 years)
|
|
13,300
|
|
|
49
|
|
|
785
|
|
|
Maricopa Highway
|
|
Kern, CA
|
|
8/11/2021
|
|
277
|
|
1
|
|
Organic blueberries
|
|
14.9 years
|
|
3 (5 years)
|
|
30,000
|
|
|
63
|
|
|
2,262
|
|
|
Wallace Road
|
|
Yamhill, OR
|
|
8/11/2021
|
|
143
|
|
1
|
|
Organic blueberries
|
|
10.1 years
|
|
3 (5 years)
|
|
12,320
|
|
|
39
|
|
|
768
|
|
|
West Orange
|
|
St. Lucie, FL
|
|
8/18/2021
|
|
617
|
|
2
|
|
Lemons and oranges
|
|
12.0 years
|
|
None
|
|
5,241
|
|
|
180
|
|
|
367
|
|
|
Lerdo Highway (Phase II)(3)(5)
|
|
Kern, CA
|
|
8/20/2021
|
|
479
|
|
1
|
|
Conventional & organic almonds and banked water
|
|
10.2 years
|
|
3 (10 years)
|
|
14,772
|
|
|
53
|
|
|
735
|
|
|
|
|
|
|
|
|
5,719
|
|
21
|
|
|
|
|
|
|
|
$
|
147,652
|
|
|
$
|
813
|
|
|
$
|
8,853
|
|
(1)Includes approximately $50,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
(2)Based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Lease provides for an annual participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(4)As part of the acquisition of this property, we acquired a contract to purchase 20,330 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price. We executed this contract on June 25, 2021, at an additional cost of approximately $1.2 million, which is included in the total purchase price for this property in the table above. Rent is not currently being earned on the value attributable to the water. See “—Investments in Water Assets” below for additional information on this water.
(5)As part of the acquisition of this property, we acquired a contract to purchase 5,000 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price. We executed this contract on August 23, 2021, at an additional cost of approximately $306,000, which is included in the total purchase price for this property in the table above. Rent is not currently being earned on the value attributable to the water. See “—Investments in Water Assets” below for additional information on this water.
During the three and nine months ended September 30, 2021, in the aggregate, we recognized operating revenues of approximately $1.8 million and $2.6 million, respectively, and net income of approximately $646,000 and $1.0 million, respectively, related to the above acquisitions.
2020 Acquisitions
During the nine months ended September 30, 2020, we acquired 12 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
Name
|
|
Property
Location
|
|
Acquisition
Date
|
|
Total
Acres
|
|
No. of
Farms
|
|
Primary
Crop(s)
|
|
Lease
Term
|
|
Renewal
Options
|
|
Total
Purchase
Price
|
|
Acquisition
Costs(1)
|
|
Annualized
Straight-line
Rent(2)
|
|
County Road 18
|
|
Phillips, CO
|
|
1/15/2020
|
|
1,325
|
|
2
|
|
Sugar beets, edible beans, potatoes, & corn
|
|
6.0 years
|
|
None
|
|
$
|
7,500
|
|
|
$
|
39
|
|
|
$
|
417
|
|
|
Lamar Valley
|
|
Chase, NE
|
|
5/7/2020
|
|
678
|
|
1
|
|
Potatoes, edible beans, & corn
|
|
6.7 years
|
|
2 (5 years)
|
|
3,500
|
|
|
43
|
|
|
204
|
|
|
Driver Road(3)
|
|
Kern, CA
|
|
6/5/2020
|
|
590
|
|
1
|
|
Pecans
|
|
4.7 years
|
|
2 (10 years)
|
|
14,169
|
|
|
52
|
|
|
784
|
|
|
Mt. Hermon
|
|
Wicomico & Caroline, MD, and Sussex, DE
|
|
8/31/2020
|
|
939
|
|
5
|
|
Sod & vegetables
|
|
10.0 years
|
|
2 (5 years)
|
|
7,346
|
|
|
226
|
|
|
432
|
|
|
Firestone Avenue(4)(5)(6)
|
|
Fresno, CA
|
|
9/3/2020
|
|
2,534
|
|
3
|
|
Pistachios and misc. organic & conventional vegetables
|
|
1.2 years
|
|
2 (5 years)
|
|
31,833
|
|
|
131
|
|
|
1,734
|
|
|
|
|
|
|
|
|
6,066
|
|
12
|
|
|
|
|
|
|
|
$
|
64,348
|
|
|
$
|
491
|
|
|
$
|
3,571
|
|
(1)Includes approximately $38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
(2)Based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)The lease provides for an initial term of 14.7 years and includes six tenant termination options throughout the initial term. The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(4)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(5)Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(6)In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
During the three and nine months ended September 30, 2020, we recognized operating revenues of approximately $527,000 and $808,000, respectively, and net income of approximately $253,000 and $448,000, respectively, related to the above acquisitions.
Purchase Price Allocations
The allocation of the aggregate purchase price for the farms acquired during each of the nine months ended September 30, 2021 and 2020 is as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets (Liabilities) Acquired
|
|
2021 Acquisitions
|
|
2020 Acquisitions
|
|
Land and land improvements
|
|
$
|
55,318
|
|
|
$
|
44,154
|
|
|
Permanent plantings
|
|
47,502
|
|
|
12,245
|
|
|
Irrigation & drainage systems
|
|
6,492
|
|
|
7,250
|
|
|
Farm-related facilities
|
|
17,067
|
|
|
189
|
|
|
Other site improvements
|
|
984
|
|
|
—
|
|
|
Leasehold interest—land
|
|
787
|
|
|
—
|
|
|
In-place lease values
|
|
687
|
|
|
101
|
|
|
Leasing costs
|
|
509
|
|
|
133
|
|
|
Above-market lease values(2)
|
|
—
|
|
|
54
|
|
|
Below-market lease values(1)
|
|
(1,321)
|
|
|
(58)
|
|
|
Investment in LLC(2)
|
|
—
|
|
|
280
|
|
|
Water purchase contracts(2)(3)
|
|
18,075
|
|
|
—
|
|
|
Total Purchase Price
|
|
$
|
146,100
|
|
|
$
|
64,348
|
|
(1)Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets.
(2)Included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
(3)Represents only the value attributable to the water purchase contracts acquired as part of the acquisition of Lerdo Highway and excludes approximately $1.6 million paid to execute the contracts subsequent to acquisition.
Investments in Unconsolidated Entities
In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership in a related limited liability company (the “Fresno LLC”), the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring properties. As of September 30, 2021, our aggregate ownership interest in the LLC was 50.0%. As our investment in the Fresno LLC is deemed to constitute “significant influence,” we have accounted for this investment under the equity method.
We recorded (loss) income of approximately $(19,000) and $(42,000) during the three and nine months ended September 30, 2021, respectively, and approximately $(19,000) and $7,000 during the three and nine months ended September 30, 2020, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the Fresno LLC. Our combined ownership interest in the Fresno LLC, which had an aggregate carrying value of approximately $1.1 million and $1.2 million, as of September 30, 2021, and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
Investments in Water Assets
In connection with the acquisition of certain farmland located in Kern County, California, we also acquired two contracts to purchase an aggregate of 25,330 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, at a fixed price. The contracts to purchase the banked water could not readily be net settled by means outside of the contracts, and all rights and obligations associated with the purchase contracts were transferred to us at acquisition of the related farmland. We were not required to purchase a specific amount, or any, of the 25,330 acre-feet of water. Upon acquisition, we recognized the contracts at their relative fair value in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.”
During the nine months ended September 30, 2021, we executed both contracts to purchase all 25,330 acre-feet of banked water for an aggregate additional cost of approximately $1.6 million. The purchased banked water was recognized at cost, including any administrative fees necessary to transfer the water to our banked water account. While we may, in the future, sell the banked water to an unrelated third party for a profit, our current intent is to hold the water for the long-term for future use on our own farms. There is no amount of time by which we must use the water held by SWSD.
As of September 30, 2021, the investment in banked water had a carrying value of approximately $19.6 million, which includes the subsequent cost to execute the contract, and is included within Other assets, net on our Condensed Consolidated Balance Sheet.
Each quarter, we will review the investment in banked water for any indicators of impairment in accordance with ASC 360, “Property, Plant, and Equipment,” and perform an impairment analysis if there are any such indicators. As of September 30, 2021, we concluded that there were no such indicators and that the water was not impaired.
Portfolio Concentrations
Credit Risk
As of September 30, 2021, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm. No individual tenant represented greater than 10.0% of the total lease revenue recorded during the nine months ended September 30, 2021.
Geographic Risk
Farms located in California and Florida accounted for approximately $33.7 million (64.1%) and $10.2 million (19.4%), respectively, of the total lease revenue recorded during the nine months ended September 30, 2021. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster (such as an earthquake, wildfire, or flood) occur or climate change impact the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. None of our farms in California or Florida have been materially impacted by the recent wildfires or hurricanes that occurred in those respective regions. In addition, in light of the ongoing drought taking place in the western U.S., all of our farms in the region have independent (and, in most cases, multiple) sources of water, in addition to rainfall, and have not been materially impacted by the current drought conditions. No other single state accounted for more than 10.0% of our total lease revenue recorded during the nine months ended September 30, 2021.
Impairment
We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. As of September 30, 2021, and December 31, 2020, we concluded that none of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception.
NOTE 4. BORROWINGS
Our borrowings as of September 30, 2021, and December 31, 2020, are summarized below (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value as of
|
|
As of September 30, 2021
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Stated Interest
Rates(1)
(Range; Wtd. Avg)
|
|
Maturity Dates
(Range; Wtd. Avg)
|
|
Notes and bonds payable:
|
|
|
|
|
|
|
|
|
Fixed-rate notes payable
|
$
|
564,695
|
|
|
$
|
492,182
|
|
|
2.44%–5.70%; 3.73%
|
|
2/14/2022–7/1/2051; November 2032
|
|
Variable-rate notes payable
|
—
|
|
|
45,525
|
|
|
N/A
|
|
N/A
|
|
Fixed-rate bonds payable
|
84,762
|
|
|
89,883
|
|
|
2.13%–4.57%; 3.45%
|
|
1/12/2022–10/31/2028; October 2024
|
|
Total notes and bonds payable
|
649,457
|
|
|
627,590
|
|
|
|
|
|
|
Debt issuance costs – notes and bonds payable
|
(3,490)
|
|
|
(3,629)
|
|
|
N/A
|
|
N/A
|
|
Notes and bonds payable, net
|
$
|
645,967
|
|
|
$
|
623,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable-rate revolving lines of credit
|
$
|
100
|
|
|
$
|
100
|
|
|
2.50%
|
|
4/5/2024
|
|
|
|
|
|
|
|
|
|
|
Total borrowings, net
|
$
|
646,067
|
|
|
$
|
624,061
|
|
|
|
|
|
(1)Where applicable, stated interest rates are before interest patronage (as described below).
As of September 30, 2021, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $1.1 billion. The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.74% and 3.72% for the three and nine months ended September 30, 2021, respectively, as compared to 4.03% and 3.99% for each of the three and nine months ended September 30, 2020. In addition, 2020 interest patronage from our Farm Credit Notes Payable (as defined below) resulted in a 28.7% reduction (approximately 135 basis points) to the stated interest rates on such borrowings. See below under “—Farm Credit Notes Payable—Interest Patronage” for further discussion on interest patronage.
As of September 30, 2021, we were in compliance with all covenants applicable to the above borrowings.
MetLife Facility
As of December 31, 2019, our facility with Metropolitan Life Insurance Company (“MetLife”) consisted of a total of $200.0 million of term notes (the “Prior MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the Prior MetLife Term Notes, the “Prior MetLife Facility”). The draw period for the Prior MetLife Term Notes expired on December 31, 2019, with approximately $21.5 million being left undrawn, and MetLife had no obligation to disburse the remaining funds under those notes.
On February 20, 2020, we entered into an agreement with MetLife to remove the MetLife Lines of Credit from the Prior MetLife Facility and create a new credit facility consisting of a new $75.0 million long-term note payable (the “New MetLife Term Note”) and the MetLife Lines of Credit (collectively, the “New MetLife Facility”).
The following table summarizes the pertinent terms of the New MetLife Facility as of September 30, 2021 (dollars in thousands, except for footnotes):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
|
|
Aggregate
Commitment
|
|
Maturity
Dates
|
|
Principal
Outstanding
|
|
Interest Rate Terms
|
|
Undrawn
Commitment
|
|
|
New MetLife Term Note
|
|
$
|
75,000
|
|
(1)
|
1/5/2030
|
|
$
|
36,900
|
|
|
2.75%, fixed through 1/4/2030
|
(2)
|
38,100
|
|
(3)
|
|
MetLife Lines of Credit
|
|
75,000
|
|
|
4/5/2024
|
|
100
|
|
|
3-month LIBOR + 2.00%
|
(4)
|
74,900
|
|
(3)
|
|
Total principal outstanding
|
|
|
|
$
|
37,000
|
|
|
|
|
|
|
(1)If the aggregate commitment under the New MetLife Term Note is not fully utilized by December 31, 2022, MetLife has the option to be relieved of its obligation to disburse the additional funds thereunder.
(2)Interest rates on any future disbursements under the New MetLife Term Note will be based on prevailing market rates at the time of such disbursements. In addition, through December 31, 2022, the New MetLife Term Note is also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the New MetLife Term Note).
(3)Based on the properties that were pledged as collateral under the New MetLife Facility, as of September 30, 2021, the maximum additional amount we could draw under the facility was approximately $24.2 million.
(4)The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50%, plus an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under each line of credit).
Farmer Mac Facility
On December 5, 2014, we, through certain subsidiaries of our Operating Partnership, entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”), for a secured note purchase facility. As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate amount of $125.0 million (the “Prior Farmer Mac Facility”) through December 11, 2018, after which date the Bond Purchaser had the option to continue buying new bonds issued under the Farmer Mac Facility.
On December 10, 2020, we entered into an amended and restated bond purchase agreement (the “Amended and Restated Bond Purchase Agreement”) with Farmer Mac and the Bond Purchaser, increasing the secured note purchase facility to provide for bond issuances up to an aggregate principal amount of $225.0 million (the “New Farmer Mac Facility”). In addition, the Amended and Restated Bond Purchase Agreement extended the date through which we may issue new bonds to May 31, 2023, and the final maturity date for bonds issued under the Farmer Mac Facility to December 31, 2030.
During the nine months ended September 30, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Issuance
|
|
Amount
|
|
Maturity Date
|
|
Principal Amortization
|
|
Stated
Interest Rate
|
|
Interest Rate Terms
|
|
2/4/2021
|
|
$
|
2,460
|
|
|
10/31/2028
|
|
25.0 years
|
|
3.13%
|
|
Fixed throughout term
|
As of September 30, 2021, we had approximately $84.8 million of bonds issued and outstanding under the Farmer Mac Facility.
Farm Credit Notes Payable
From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”). During the nine months ended September 30, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
Date of
Issuance
|
|
Amount
|
|
Maturity
Date
|
|
Principal
Amortization
|
|
Stated Interest Rate(1)
|
|
Interest Rate Terms
|
|
Farm Credit West, FLCA(2)
|
|
1/28/2021
|
|
$2,073
|
|
11/1/2045
|
|
24.8 years
|
|
3.23%
|
|
Fixed through 12/31/2027 (variable thereafter)
|
|
Mid Atlantic Farm Credit, ACA
|
|
3/3/2021
|
|
960
|
|
|
6/1/2045
|
|
24.4 years
|
|
3.80%
|
|
Fixed through 1/31/2031 (variable thereafter)
|
|
GreenStone Farm Credit Services, FLCA
|
|
8/17/2021
|
|
7,980
|
|
|
8/1/2046
|
|
25.5 years
|
|
4.00%
|
|
Fixed through 7/31/2031 (variable thereafter)
|
|
Golden State Farm Credit, FLCA
|
|
9/28/2021
|
|
15,960
|
|
|
7/1/2051
|
|
30.0 years
|
|
3.75%
|
|
Fixed through 9/30/2031 (variable thereafter)
|
|
Golden State Farm Credit, FLCA
|
|
9/28/2021
|
|
6,840
|
|
|
7/1/2046
|
|
25.0 years
|
|
3.75%
|
|
Fixed through 9/30/2031 (variable thereafter)
|
(1)Stated rate is before interest patronage, as described below.
(2)Loan proceeds used to repay a previously-issued loan with an outstanding balance of approximately $1.4 million and a stated interest rate of 4.99%.
Interest Patronage
Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our Condensed Consolidated Statements of Operations and Comprehensive Income. Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest expense is accrued. During the three months ended March 31, 2021, we recorded interest patronage of approximately $2.2 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2020. In addition, during the three months ended September 30, 2020, we recorded approximately $306,000 of 2020 interest patronage, as certain Farm Credit associations prepaid a portion of the 2020 interest patronage (which related to interest accrued during 2020 but is typically received in 2021). In total, we recorded approximately $2.5 million of 2020 interest patronage related to our Farm
Credit Notes Payable, which resulted in a 28.7% reduction (approximately 135 basis points) to the interest rates on such borrowings.
Other Borrowings
During the nine months ended September 30, 2021, we entered into loan agreements with certain other lenders, the terms of which are summarized in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender
|
|
Date of Issuance
|
|
Amount
|
|
Maturity Date
|
|
Principal Amortization
|
|
Stated Interest Rate
|
|
Interest Rate Terms
|
|
Rabo AgriFinance, LLC(1)
|
|
3/11/2021
|
|
$
|
3,780
|
|
|
12/1/2030
|
|
25.0 years
|
|
3.27%
|
|
Fixed throughout term
|
|
Rabo AgriFinance, LLC(1)
|
|
3/11/2021
|
|
630
|
|
|
12/1/2022
|
|
None
(interest only)
|
|
2.44%
|
|
Fixed throughout term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Loans were issued as variable-rate loans but were subsequently fixed through our entry into interest rate swap agreements with the lender (as counterparty).
Debt Service – Aggregate Maturities
Scheduled principal payments of our aggregate notes and bonds payable as of September 30, 2021, for the succeeding years are as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Scheduled Principal Payments
|
|
For the remaining three months ending December 31:
|
2021
|
|
$
|
2,494
|
|
|
For the fiscal years ending December 31:
|
2022
|
|
52,622
|
|
|
|
2023
|
|
44,682
|
|
|
|
2024
|
|
40,828
|
|
|
|
2025
|
|
37,866
|
|
|
|
2026
|
|
17,016
|
|
|
|
Thereafter
|
|
453,949
|
|
|
|
|
|
$
|
649,457
|
|
Fair Value
ASC 820, “Fair Value Measurement (Subtopic 820)” (“ASC 820”), provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•Level 1 — inputs that are based upon quoted prices (unadjusted) for identical assets or liabilities in active markets;
•Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active or inactive markets or model-based valuation techniques, for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level 3 — inputs are generally unobservable and significant to the fair value measurement. These unobservable inputs are generally supported by little or no market activity and are based upon management’s estimates of assumptions that market participants would use in pricing the asset or liability.
As of September 30, 2021, the aggregate fair value of our long-term notes and bonds payable was approximately $644.7 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $649.5 million. The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms. Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of September 30, 2021, is deemed to approximate their aggregate carrying value of $0.1 million.
Interest Rate Swap Agreements
In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings. In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating
rates. We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Condensed Consolidated Balance Sheets. Generally, in the absence of observable market data, we will estimate the fair value of our interest rate swaps using estimates of certain data points, including estimated remaining life, counterparty credit risk, current market yield, and interest rate spreads of similar securities as of the measurement date. As of September 30, 2021, our interest rate swaps were valued using Level 2 inputs.
In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets. We record changes in fair value on a quarterly basis, using current market valuations at quarter end. The following table summarizes our interest rate swap agreements as of September 30, 2021, and December 31, 2020 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Aggregate Notional Amount
|
|
Aggregate Fair Value Asset
|
|
Aggregate Fair Value Liability
|
|
As of September 30, 2021
|
|
$
|
61,632
|
|
|
$
|
—
|
|
|
$
|
(987)
|
|
|
As of December 31, 2020
|
|
14,077
|
|
|
—
|
|
|
(1,500)
|
|
The following table summarizes certain balance sheet information regarding our derivative instruments as of September 30, 2021, and December 31, 2020 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Asset (Liability) Fair Value
|
|
Derivative Type
|
|
Balance Sheet Location
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
|
Other liabilities, net
|
|
$
|
(987)
|
|
|
$
|
(1,500)
|
|
|
Total, net
|
|
|
|
$
|
(987)
|
|
|
$
|
(1,500)
|
|
The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Derivative in cash flow hedging relationship:
|
|
|
|
|
|
|
|
|
Interest rate swaps
|
$
|
357
|
|
|
$
|
95
|
|
|
$
|
513
|
|
|
$
|
(1,331)
|
|
|
Total
|
$
|
357
|
|
|
$
|
95
|
|
|
$
|
513
|
|
|
$
|
(1,331)
|
|
NOTE 5. MANDATORILY-REDEEMABLE PREFERRED STOCK
Series A Term Preferred Stock
In August 2016, we completed a public offering of 6.375% Series A Cumulative Term Preferred Stock, par value $0.001 per share (the “Series A Term Preferred Stock”), at a public offering price of $25.00 per share. As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 1,150,000 shares of the Series A Term Preferred Stock for gross proceeds of approximately $28.8 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $27.6 million.
On February 12, 2021, we redeemed all of our outstanding shares of Series A Term Preferred Stock at a cash redemption price of $25.00 per share plus all accrued and unpaid dividends up to, but excluding, the redemption date. In total, we paid approximately $28.8 million for the redemption of the Series A Term Preferred Stock using proceeds from the offering of our Series D Term Preferred Stock (as defined below). Our Series A Term Preferred Stock was delisted from Nasdaq on the date we redeemed all outstanding shares. In connection with this early redemption, during the three months ended March 31, 2021, we wrote off approximately $127,000 of unamortized issuance costs related to the issuance of the Series A Term Preferred Stock.
On May 7, 2021, we filed Articles Supplementary reclassifying 850,000 shares of authorized but unissued Series A Term Preferred Stock as additional shares of common stock.
Series D Term Preferred Stock
In January 2021, we completed a public offering of 5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share (the “Series D Term Preferred Stock”), at a public offering price of $25.00 per share. As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $60.4 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $58.3 million. The Series D Term Preferred Stock is traded under the ticker symbol “LANDM” on Nasdaq.
The shares of the Series D Term Preferred Stock have a mandatory redemption date of January 31, 2026, and are not convertible into our common stock or any other securities. Generally, we are not permitted to redeem shares of the Series D Term Preferred Stock prior to January 31, 2023, except in limited circumstances to preserve our qualification as a REIT. On or after January 31, 2023, we may redeem the shares at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption.
We incurred approximately $2.1 million in total offering costs related to this issuance, which have been recorded net of the Series D Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. The Series D Term Preferred Stock is recorded as a liability on our accompanying Condensed Consolidated Balance Sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity,” which states that mandatorily-redeemable financial instruments should be classified as liabilities. In addition, the related dividend payments are treated similarly to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
As of September 30, 2021, the fair value of our Series D Term Preferred Stock was approximately $62.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $60.4 million. The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on September 30, 2021, of $26.03.
For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three and nine months ended September 30, 2021, see Note 8, “Equity—Distributions.”
NOTE 6. RELATED-PARTY TRANSACTIONS
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by David Gladstone, our chairman, chief executive officer, and president. In addition, two of our executive officers, Mr. Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.
We have entered into an investment advisory agreement with our Adviser and an administration agreement with our Administrator (the “Administration Agreement”). The advisory agreement with our Adviser that was in effect through June 30, 2021 (the “Prior Advisory Agreement”), was amended and restated effective July 1, 2021 (as amended, the “Current Advisory Agreement,” and together with the Prior Advisory Agreement, the “Advisory Agreements”). Each of the Advisory Agreements and the Administration Agreement were approved unanimously by our board of directors, including our independent directors. A summary of the compensation terms for each of the Advisory Agreements and a summary of the Administration Agreement is below.
Advisory Agreements
Pursuant to each of the Prior Advisory Agreement (which was in effect from January 1, 2020, through June 30, 2021) and the Current Advisory Agreement (which has been in effect since July 1, 2021), our Adviser is compensated in the form of a base management fee, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. Each of the base management, incentive, capital gains, and termination fees is described below.
Base Management Fee
Pursuant to the Prior Advisory Agreement, a base management fee was paid quarterly and was calculated at an annual rate of 0.50% (0.125% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible
real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.
Pursuant to the Current Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.60% (0.15% per quarter) of the prior calendar quarter’s Gross Tangible Real Estate.
Incentive Fee
Pursuant to each of the Advisory Agreements, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity.
For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends declared on preferred stock securities that were not treated as a liability for GAAP purposes. In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items.
Our Adviser would receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO did not exceed the hurdle rate; (ii) 100% of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeded the hurdle rate but was less than 2.1875% in any calendar quarter (8.75% annualized); and (iii) 20% of the amount of the Pre-Incentive Fee FFO, if any, that exceeded 2.1875% in any calendar quarter (8.75% annualized).
Capital Gains Fee
Pursuant to the Advisory Agreement, a capital gains-based incentive fee will be calculated and payable in arrears at the end of each fiscal year (or upon termination of the Advisory Agreement). The capital gains fee shall equal: (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paid in prior periods. For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property, minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property’s original acquisition price plus any subsequent, non-reimbursed capital improvements). At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid.
Termination Fee
Pursuant to the Advisory Agreement, in the event of our termination of the agreement with our Adviser for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.
Administration Agreement
Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs.
As approved by our Board of Directors, effective July 1, 2014, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.
Gladstone Securities
On April 11, 2017, we entered into an agreement with Gladstone Securities, LLC (“Gladstone Securities”), for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the “Financing Arrangement Agreement”). Gladstone Securities is a privately-held broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by Mr. Gladstone, who also serves on the board of managers of Gladstone Securities. In addition, Michael LiCalsi, our General Counsel and Secretary, serves in several capacities for Gladstone Securities, including as Chief Legal Officer, Secretary, and a member of its board of managers since 2010 and a managing principal since 2011.
Financing Arrangement Agreement
We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing financing on our properties. Depending on the size of the financing obtained, the maximum amount of the financing fee, which will be payable upon closing of the respective financing, will range from 0.5% to 1.0% of the amount of financing obtained. The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions.
We paid total financing fees to Gladstone Securities of approximately $12,000 and $64,000, during the three and nine months ended September 30, 2021, respectively, and approximately $7,000 and $30,000 during each of the three and nine months ended September 30, 2020. Through September 30, 2021, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14% of the total financings secured since the Financing Arrangement Agreement has been in place.
Dealer-Manager Agreement
On February 20, 2020, we entered into a dealer-manager agreement (the “Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “Equity—Equity Issuances—Series C Preferred Stock”).
Pursuant to the Dealer-Manager Agreement, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series C Preferred Stock, and we generally pay Gladstone Securities the following:
iselling commissions of up to 6.0% of the gross proceeds from sales in the offering (the “Selling Commissions”), and
iia dealer-manager fee of 3.0% of the gross proceeds from sales in the offering (the “Dealer-Manager Fees”).
No Selling Commissions or Dealer-Manager Fee shall be paid with respect to shares of the Series C Preferred Stock sold pursuant to our dividend reinvestment plan (the “DRIP”) for the Series C Preferred Stock. Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offerings. The terms of the Dealer-Manager Agreement were approved by our board of directors, including its independent directors.
In connection with sales of the Series C Preferred Stock, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $1.2 million and $3.2 million during the three and nine months ended September 30, 2021, respectively, and approximately $598,000 and $885,000 during each of the three and nine months ended September 30, 2020. The majority of these amounts were then remitted by Gladstone Securities to unrelated third parties involved in the respective offerings, including participating broker-dealers and wholesalers. Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the respective securities and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.
Related-Party Fees
The following table summarizes related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Base management fee(1)(2)
|
$
|
1,748
|
|
|
$
|
1,078
|
|
|
$
|
4,494
|
|
|
$
|
3,159
|
|
|
Incentive fee(1)(2)
|
945
|
|
|
821
|
|
|
2,107
|
|
|
2,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees to our Adviser, net
|
$
|
2,693
|
|
|
$
|
1,899
|
|
|
$
|
6,601
|
|
|
$
|
5,314
|
|
|
|
|
|
|
|
|
|
|
|
Administration fee(1)(2)
|
$
|
412
|
|
|
$
|
344
|
|
|
$
|
1,115
|
|
|
$
|
1,084
|
|
|
|
|
|
|
|
|
|
|
|
Selling Commissions and Dealer-Manager Fees(1)(3)(4)
|
$
|
1,213
|
|
|
$
|
598
|
|
|
$
|
3,165
|
|
|
$
|
3,368
|
|
|
Financing fees(1)(5)
|
12
|
|
|
7
|
|
|
64
|
|
|
30
|
|
|
Total fees to Gladstone Securities
|
$
|
1,225
|
|
|
$
|
605
|
|
|
$
|
3,229
|
|
|
$
|
3,398
|
|
(1)Pursuant to the agreements with the respective related-party entities, as discussed above.
(2)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(3)Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.
(4)During the three months ended March 31, 2020, in connection with sales of our 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), we paid total selling commissions and dealer-manager fees to Gladstone Securities of approximately $2.5 million. The offering of the Series B Preferred Stock was completed on March 9, 2020, and the security was listed on Nasdaq under the ticker “LANDO” during the year ended December 31, 2020.
(5)Included within Notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.
Related-Party Fees Due
Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2021, and December 31, 2020, were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base management fee
|
$
|
1,748
|
|
|
$
|
1,130
|
|
|
|
Incentive fee
|
945
|
|
|
883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other(1)
|
76
|
|
|
18
|
|
|
|
Total due to Adviser
|
2,769
|
|
|
2,031
|
|
|
|
Administration fee
|
412
|
|
|
363
|
|
|
|
Cumulative accrued but unpaid portion of prior Administration Fees(2)
|
—
|
|
|
75
|
|
|
|
|
|
|
|
|
|
Total due to Administrator
|
412
|
|
|
438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to Gladstone Securities(3)
|
—
|
|
|
15
|
|
|
|
Total due to related parties(4)
|
$
|
3,181
|
|
|
$
|
2,484
|
|
|
(1)Other amounts due to or from our Adviser primarily relate to miscellaneous general and administrative expenses either paid by our Adviser on our behalf or by us on our Adviser’s behalf.
(2)Represents the cumulative accrued but unpaid portion of prior Administration fees that are scheduled to be paid during the three months ending September 30 of each year, which is the quarter following our Administrator’s fiscal year end.
(3)Represents certain Selling Commissions and Dealer-Manager Fees owed in connection with recent sales of our Series C Preferred Stock.
(4)Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Operating Obligations
In connection with the execution of certain lease agreements, we have committed to provide capital improvements on certain of our farms, which are summarized in the table below (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farm
Location
|
|
Farm
Acreage
|
|
Total
Commitment
|
|
Obligated
Completion
Date(1)
|
|
Amount Expended
or Accrued as of
September 30, 2021
|
|
Tulare, CA
|
|
160
|
|
$
|
700
|
|
(2)
|
Q4 2021
|
|
$
|
—
|
|
|
Wicomico & Caroline, MD, and Sussex, DE
|
|
833
|
|
115
|
|
|
Q4 2021
|
|
36
|
|
|
Hillsborough, FL
|
|
110
|
|
400
|
|
(2)
|
Q2 2022
|
|
286
|
|
|
Santa Barbara, CA
|
|
271
|
|
4,000
|
|
(2)
|
Q3 2022
|
|
2,427
|
|
|
St. Lucie, FL
|
|
549
|
|
230
|
|
|
Q3 2022
|
|
40
|
|
|
Hillsborough, FL
|
|
55
|
|
2,250
|
|
(2)
|
Q4 2022
|
|
780
|
|
|
Napa, CA
|
|
270
|
|
1,548
|
|
(2)
|
Q4 2022
|
|
—
|
|
|
Columbia, OR
|
|
157
|
|
1,800
|
|
(2)
|
Q3 2024
|
|
1,146
|
|
|
Collier & Hendry, FL
|
|
3,612
|
|
2,000
|
|
(2)
|
Q2 2025
|
|
—
|
|
(1)Our obligation to provide capital to fund these improvements does not extend beyond these respective dates.
(2)Pursuant to contractual agreements, we will earn additional rent on the cost of these capital improvements as the funds are disbursed by us.
Ground Lease Obligations
We are obligated as lessee under three ground leases. Future minimum lease payments due under the remaining non-cancelable terms of these leases as of September 30, 2021, is as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Future Lease Payments(1)
|
|
For the remaining three months ending December 31:
|
2021
|
|
$
|
33
|
|
|
|
|
For the fiscal years ending December 31:
|
2022
|
|
70
|
|
|
|
|
|
2023
|
|
70
|
|
|
|
|
|
2024
|
|
70
|
|
|
|
|
|
2025
|
|
40
|
|
|
|
|
|
2026
|
|
40
|
|
|
|
|
|
Thereafter
|
|
600
|
|
|
|
|
Total undiscounted lease payments
|
923
|
|
|
|
|
Less: imputed interest
|
(266)
|
|
|
|
|
Present value of lease payments
|
$
|
657
|
|
|
|
(1)Certain annual lease payments are set at the beginning of each year to then-current market rates (as determined by the State of Arizona, as lessor). The amounts shown above represent estimated amounts based on the lease rates currently in place.
As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $22,000 and $58,000 during the three and nine months ended September 30, 2021, respectively, and approximately $12,000 and $35,000 during the three and nine months ended September 30, 2020, respectively.
Litigation
In the ordinary course of business, we may be involved in legal proceedings from time to time. We are not currently subject to any material known or threatened litigation.
NOTE 8. 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, 2021, we have issued a total of 2,610,662 shares of Series C Preferred Stock for gross proceeds of approximately $64.8 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $60.4 million, and 10,409,228 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 $191.2 million under the Registration Statement.
Equity Issuances
Series C Preferred Stock
On April 3, 2020, we filed a new prospectus supplement (which superseded and replaced a previously-filed 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 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.
The following table provides information on sales of our Series C Preferred Stock during the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except per-share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Number of shares sold(1)
|
578,426
|
|
|
289,494
|
|
|
1,517,446
|
|
|
420,196
|
|
|
Weighted-average offering price per share
|
$
|
24.85
|
|
|
$
|
24.82
|
|
|
$
|
24.84
|
|
|
$
|
24.86
|
|
|
Gross proceeds
|
$
|
14,372
|
|
|
$
|
7,184
|
|
|
$
|
37,687
|
|
|
$
|
10,444
|
|
|
Net proceeds(2)
|
$
|
13,159
|
|
|
$
|
6,586
|
|
|
$
|
34,522
|
|
|
$
|
9,559
|
|
(1)Excludes shares issued pursuant to the DRIP. During the three and nine months ended September 30, 2021, we issued approximately 2,642 and 4,643 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
In addition, 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 an aggregate cash payment of $248,000.
As of September 30, 2021, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $604,000 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 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.
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.
See Note 11, “Subsequent Events—Equity Activity—Equity Issuances,” for sales of Series C Preferred Stock completed subsequent to September 30, 2021.
Common Stock
At-the-Market Program
On May 12, 2020, we entered into 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 “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, 2021 and 2020 (dollars in thousands, except per-share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Number of shares sold
|
1,565,925
|
|
|
526,016
|
|
|
5,824,970
|
|
|
979,945
|
|
|
Weighted-average offering price per share
|
$
|
23.66
|
|
|
$
|
16.13
|
|
|
$
|
21.19
|
|
|
$
|
14.94
|
|
|
Gross proceeds
|
$
|
37,053
|
|
|
$
|
8,483
|
|
|
$
|
123,458
|
|
|
$
|
14,638
|
|
|
Net proceeds(1)
|
$
|
36,682
|
|
|
$
|
8,398
|
|
|
$
|
122,223
|
|
|
$
|
14,491
|
|
(1)Net of underwriting commissions.
See Note 11, “Subsequent Events—Equity Activity—Equity Issuances,” for sales of sales of common stock completed under the ATM Program subsequent to September 30, 2021.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership. As of September 30, 2021, and December 31, 2020, we owned approximately 99.4% and 100.0%, respectively, of the outstanding OP Units. As of September 30, 2021, and December 31, 2020, there were 204,778 and 0 OP Units held by non-controlling OP Unitholders, 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 three and nine months ended September 30, 2020, we issued 144,151 and 288,303 shares of common stock, respectively, to satisfy the request of OP Units that were tendered for optional redemption.
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, 2021 and 2020 are reflected in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
|
Issuance
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Series A Term Preferred Stock(1)(2)
|
|
$
|
—
|
|
|
$
|
0.398438
|
|
|
$
|
0.181510
|
|
|
$
|
1.195313
|
|
|
Series B Preferred Stock
|
|
0.375
|
|
0.375
|
|
1.125
|
|
1.125
|
|
Series C Preferred Stock
|
|
0.375
|
|
0.375
|
|
1.125
|
|
0.750
|
|
Series D Term Preferred Stock(1)(3)
|
|
0.312501
|
|
—
|
|
|
0.871530
|
|
—
|
|
|
Common Stock(4)
|
|
0.13530
|
|
0.13440
|
|
0.40515
|
|
0.40245
|
(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.
NOTE 9. LEASE REVENUES
The following table sets forth the components of our lease revenues for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except for footnotes):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Fixed lease payments(1)
|
$
|
17,791
|
|
|
$
|
12,838
|
|
|
$
|
50,607
|
|
|
$
|
37,450
|
|
|
Variable lease payments(2)
|
1,800
|
|
|
1,151
|
|
|
1,911
|
|
|
4,457
|
|
|
Lease revenues, net(3)
|
$
|
19,591
|
|
|
$
|
13,989
|
|
|
$
|
52,518
|
|
|
$
|
41,907
|
|
(1)Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the respective lease terms and includes the amortization of above-market lease values and lease incentives and the accretion of below-market lease values and other deferred revenue.
(2)Variable lease payments include participation rents, which are generally based on a percentage of the gross crop revenues earned on the farm, and reimbursements of certain property operating expenses by tenants. Participation rents are generally recognized when all contingencies have been resolved and when actual results become known or estimable, enabling us to estimate and/or measure our share of such gross revenues. During the three and nine months ended September 30, 2021, we recorded participation rents of approximately $1.8 million during each period and reimbursements of certain property operating expenses by tenants of approximately $0 and $66,000, respectively. During the three and nine months ended September 30, 2020, we recorded participation rents of approximately $1.1 million and $1.2 million, respectively, and reimbursements of certain property operating expenses by tenants of approximately $19,000 and $441,000, respectively. In addition, during the nine months ended September 30, 2020, we received a lease termination payment of approximately $3.0 million.
(3)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
NOTE 10. EARNINGS PER SHARE OF COMMON STOCK
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2021 and 2020, computed using the weighted average number of shares outstanding during the respective periods. Earnings figures are presented net of non-controlling interests in the earnings per share calculations. The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted per-share calculation, as there would be no effect on the amounts since the non-controlling OP Unitholders’ share of earnings would also be added back to net income or loss.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
(Dollars in thousands, except per-share amounts):
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Net loss attributable to common stockholders
|
$
|
(1,639)
|
|
|
$
|
(837)
|
|
|
$
|
(7,319)
|
|
|
$
|
(1,981)
|
|
|
Weighted average shares of common stock outstanding – basic and diluted
|
31,362,423
|
|
|
21,991,291
|
|
|
29,215,628
|
|
|
21,558,859
|
|
|
Loss per common share – basic and diluted
|
$
|
(0.05)
|
|
|
$
|
(0.04)
|
|
|
$
|
(0.25)
|
|
|
$
|
(0.09)
|
|
The weighted-average number of OP Units held by non-controlling OP Unitholders was 204,778 and 153,021 for the three and nine months ended September 30, 2021, respectively, and 16,452 and 175,981 for the three and nine months ended September 30, 2020, respectively.
NOTE 11. SUBSEQUENT EVENTS
Portfolio Activity
Acquisition Activity
Subsequent to September 30, 2021, we acquired two new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
Name
|
|
Property
Location
|
|
Acquisition
Date
|
|
Total
Acres
|
|
No. of
Farms
|
|
Primary
Crop(s) / Use
|
|
Lease
Term
|
|
Renewal
Options
|
|
Total
Purchase
Price
|
|
Acquisition
Costs(1)
|
|
Annualized
Straight-line
Rent(2)
|
|
Lerdo Highway (Phase III)(3)(4)
|
|
Kern, CA
|
|
10/8/2021
|
|
1,284
|
|
1
|
|
Conventional & organic almonds, conventional & organic pistachios, and banked water
|
|
10.1 years
|
|
3 (10 years)
|
|
$
|
42,959
|
|
|
$
|
77
|
|
|
$
|
1,981
|
|
|
Raymond Road(4)
|
|
Madera, CA
|
|
10/21/2021
|
|
219
|
|
1
|
|
Almonds
|
|
10.0 years
|
|
1 (5 years)
|
|
3,300
|
|
|
50
|
|
|
183
|
|
|
|
|
|
|
|
|
1,503
|
|
2
|
|
|
|
|
|
|
|
$
|
46,259
|
|
|
$
|
127
|
|
|
$
|
2,164
|
|
(1)Acquisitions will be accounted for as asset acquisitions in accordance with ASC 360. The figures above represent only costs paid or accrued for as of the date of this filing.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)As part of the acquisition of this property, we acquired a contract to purchase 19,670 acre-feet of water stored with SWSD, located in Kern County, California, at a fixed price. We executed this contract on October 11, 2021, at an additional cost of approximately $1.2 million, which is included in the total purchase price for this property in the table above. Rent is not currently being earned on the value attributable to the water.
(4)Lease provides for an annual participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
Financing Activity
Borrowing Activity
Future Borrowings
Subsequent to the quarter ended September 30, 2021, we entered into certain agreements to provide for future financings. The terms of these agreements are summarized in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
Expected Funding Period
|
|
Amount
|
|
Stated Interest Rate(1)
|
|
Interest Rate Terms
|
|
Rabo AgriFinance, LLC
|
|
Q4 2021
|
|
$
|
22,620
|
|
|
3.42%
|
|
Fixed throughout term(2)
|
|
Farmer Mac
|
|
Q4 2021
|
|
1,290
|
|
|
3.32%
|
|
Fixed throughout term
|
|
American AgCredit
|
|
TBD(3)
|
|
2,990
|
|
|
3.00%
|
|
Variable, as determined by lender
|
(1)Where applicable, stated rate is before interest patronage, as described in Note 4 “Borrowings—Farm Credit Notes Payable—Interest Patronage.”
(2)Pursuant to an interest rate swap agreement entered into with Rabo AgriFinance, LLC, the loan will bear interest at a fixed rate of 3.42% through November 2030.
(3)A portion of this loan is tied to an ongoing development project and will not be fully available to us until the project is complete. The completion of the development project and the receipt of these loan proceeds are both expected to occur by May 2023.
In connection with securing the above borrowings, Gladstone Securities, an affiliate of ours, earned total financing fees of approximately $43,000.
Equity Activity
The following table provides information on equity sales that have occurred subsequent to September 30, 2021 (dollars in thousands, except per-share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Issuance
|
|
Number of
Shares Sold
|
|
Weighted Average Offering Price
Per Share
|
|
Gross Proceeds
|
|
Net Proceeds(1)
|
|
Series C Preferred Stock(2)
|
|
395,405
|
|
$
|
24.95
|
|
|
$
|
9,866
|
|
|
$
|
8,995
|
|
|
Common Stock – ATM Program
|
|
2,166,024
|
|
23.07
|
|
|
49,970
|
|
|
49,470
|
|
(1)Net of Selling Commissions and Dealer-Manager Fees or underwriting discounts and commissions (in each case, as applicable).
(2)Excludes approximately 1,894 shares issued pursuant to the DRIP.
Distributions
On October 12, 2021, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
|
|
Record Date
|
|
Payment Date
|
|
Distribution per Share
|
|
Series B Preferred Stock:
|
|
October 22, 2021
|
|
October 29, 2021
|
|
$
|
0.125
|
|
|
|
|
November 19, 2021
|
|
November 30, 2021
|
|
0.125
|
|
|
|
|
December 23, 2021
|
|
December 31, 2021
|
|
0.125
|
|
|
Total Series B Preferred Stock Distributions:
|
|
$
|
0.375
|
|
|
|
|
|
|
|
|
|
|
Series C Preferred Stock:
|
|
October 28, 2021
|
|
November 5, 2021
|
|
$
|
0.125
|
|
|
|
|
November 29, 2021
|
|
December 6, 2021
|
|
0.125
|
|
|
|
|
December 29, 2021
|
|
January 5, 2022
|
|
0.125
|
|
|
Total Series C Preferred Stock Distributions:
|
|
$
|
0.375
|
|
|
|
|
|
|
|
|
|
|
Series D Term Preferred Stock:
|
|
October 22, 2021
|
|
October 29, 2021
|
|
$
|
0.104167
|
|
|
|
|
November 19, 2021
|
|
November 30, 2021
|
|
0.104167
|
|
|
|
|
December 23, 2021
|
|
December 31, 2021
|
|
0.104167
|
|
|
Total Series D Term Preferred Stock Distributions:
|
|
$
|
0.312501
|
|
|
|
|
|
|
|
|
|
|
Common Stock(1):
|
|
October 22, 2021
|
|
October 29, 2021
|
|
$
|
0.0452
|
|
|
|
|
November 19, 2021
|
|
November 30, 2021
|
|
0.0452
|
|
|
|
|
December 23, 2021
|
|
December 31, 2021
|
|
0.0452
|
|
|
Total Common Stock Distributions:
|
|
$
|
0.1356
|
|
(1)The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling OP Unitholders as of the above record dates.