GLADSTONE LAND Corp (LAND)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1495240. Latest filing source: 0001495240-26-000007.
Informational only - descriptive public-record data, not investment advice.
Business
Read LAND's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read LAND's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 88,339,000 | USD | 2025 | 2026-04-07 |
| Net income | 13,529,000 | USD | 2025 | 2026-04-07 |
| Assets | 1,239,172,000 | USD | 2025 | 2026-04-07 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001495240.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 36,687,000 | 40,692,000 | 57,031,000 | 75,318,000 | 89,236,000 | 90,398,000 | 85,216,000 | 88,339,000 | ||
| Net income | 448,000 | -31,000 | 2,629,000 | 1,741,000 | 4,926,000 | 3,495,000 | 4,708,000 | 14,565,000 | 13,290,000 | 13,529,000 |
| Diluted EPS | -0.20 | -0.29 | -0.43 | -0.28 | -0.29 | -0.29 | ||||
| Operating cash flow | 8,403,000 | 6,515,000 | 10,408,000 | 21,370,000 | 25,002,000 | 32,377,000 | 43,788,000 | 40,081,000 | 29,548,000 | 6,993,000 |
| Dividends paid | 4,955,000 | 6,369,000 | 8,274,000 | 10,460,000 | 12,033,000 | 16,491,000 | 18,893,000 | 19,789,000 | 20,095,000 | 20,466,000 |
| Assets | 333,985,000 | 462,278,000 | 565,119,000 | 816,787,000 | 1,067,289,000 | 1,351,550,000 | 1,457,251,000 | 1,387,324,000 | 1,312,195,000 | 1,239,172,000 |
| Liabilities | 246,208,000 | 344,327,000 | 384,066,000 | 537,817,000 | 683,499,000 | 762,484,000 | 725,889,000 | 667,711,000 | 625,013,000 | 568,886,000 |
| Stockholders' equity | 76,690,000 | 109,917,000 | 176,246,000 | 276,621,000 | 383,790,000 | 586,815,000 | 731,362,000 | 719,613,000 | 687,182,000 | 670,286,000 |
| Cash and cash equivalents | 2,438,000 | 2,938,000 | 14,730,000 | 13,688,000 | 9,218,000 | 16,708,000 | 61,141,000 | 18,571,000 | 18,275,000 | 27,177,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 7.17% | 4.28% | 8.64% | 4.64% | 5.28% | 16.11% | 15.60% | 15.31% | ||
| Return on equity | 0.58% | -0.03% | 1.49% | 0.63% | 1.28% | 0.60% | 0.64% | 2.02% | 1.93% | 2.02% |
| Return on assets | 0.13% | -0.01% | 0.47% | 0.21% | 0.46% | 0.26% | 0.32% | 1.05% | 1.01% | 1.09% |
| Liabilities / equity | 3.21 | 3.13 | 2.18 | 1.94 | 1.78 | 1.30 | 0.99 | 0.93 | 0.91 | 0.85 |
Industry Peer Context
Net margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001495240-26-000011; filed 2026-04-07. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001495240.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | -0.11 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | -0.10 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.12 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 21,210,000 | 7,855,000 | 0.05 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 23,534,000 | 3,141,000 | -0.08 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 24,452,000 | 1,819,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 20,252,000 | 13,567,000 | 0.21 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 21,297,000 | -823,000 | -0.19 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 22,571,000 | 6,000 | -0.16 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 21,096,000 | 540,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 16,804,000 | 15,108,000 | 0.25 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 12,296,000 | -7,878,000 | -0.38 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 17,785,000 | 2,087,000 | -0.11 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 41,454,000 | 4,212,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 16,552,000 | -4,305,000 | -0.24 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001495240-26-000016; filed 2026-05-11. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001495240-26-000016; filed 2026-05-11. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001495240-26-000016; filed 2026-05-11. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001495240-26-000016.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All statements contained herein, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provide,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely,” “appear,” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements. For further information about these and other factors that could affect our future results, please see the captions titled “Forward-Looking Statements” and “Risk Factors” in this report, our Annual Report on Form 10-K for the year ended December 31, 2025, as amended (the “Form 10-K”), and other filings we make with the SEC. We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q (this “Quarterly Report”), except as required by law.
This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We have not independently verified the information contained in such sources.
All references to “we,” “our,” “us” and the “Company” in this Quarterly Report mean Gladstone Land Corporation and its consolidated subsidiaries, except where it is made clear that the term refers only to Gladstone Land Corporation.
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust (“REIT”) that is primarily engaged in owning and leasing farmland, including through lease structures with a variable rent component based on the gross revenues generated from certain farms in lieu of fixed base rent. From time to time, and on a temporary basis, we may also directly operate certain of our farms via management agreements with third-party operators and/or through a taxable REIT subsidiary (“TRS”). We currently own 144 farms totaling 98,688 acres across 14 states in the U.S. and 55,649 acre-feet of water assets in California. In addition, two of our properties (consisting of four farms) are currently being directly operated.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns all of the units of limited partnership interest in the Operating Partnership (“OP Units”). In addition, we have elected for Gladstone Land Advisers, Inc. (“Land Advisers”), an indirect wholly-owned subsidiary of ours, to be treated as a TRS.
Gladstone Management Corporation (our “Adviser”) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our “Administrator”), provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and directly pay their salaries, benefits, and general expenses.
Portfolio Diversification
Our farmland portfolio currently consists of 144 farms leased to 81 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The following table summarizes the different geographic locations (by state) of our farms owned as of and during the three months ended March 31, 2026 and 2025 (dollars in thousands):
24
| As of and For the Three Months Ended March 31, 2026 | As of and For the Three Months Ended March 31, 2025 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| State | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | ||||||||||||||
| California(1) | 63 | 34,845 | 35.3% | $ | 12,121 | 81.9% | 63 | 34,845 | 33.8% | $ | 10,491 | 62.4% | ||||||||||||
| Florida | 18 | 10,412 | 10.5% | 2,362 | 16.0% | 20 | 13,090 | 12.7% | 2,574 | 15.3% | ||||||||||||||
| Nebraska | 7 | 5,223 | 5.3% | 355 | 2.4% | 7 | 5,223 | 5.1% | 289 | 1.7% | ||||||||||||||
| Colorado | 10 | 31,448 | 31.9% | 332 | 2.3% | 12 | 32,773 | 31.8% | 667 | 4.0% | ||||||||||||||
| Michigan | 12 | 1,245 | 1.3% | 276 | 1.9% | 12 | 1,245 | 1.2% | 276 | 1.6% | ||||||||||||||
| Texas | 1 | 3,667 | 3.7% | 143 | 1.0% | 1 | 3,667 | 3.6% | 125 | 0.8% | ||||||||||||||
| Oregon | 6 | 898 | 0.9% | 124 | 0.8% | 6 | 898 | 0.9% | 422 | 2.5% | ||||||||||||||
| Maryland | 6 | 987 | 1.0% | 121 | 0.8% | 6 | 987 | 1.0% | 120 | 0.7% | ||||||||||||||
| South Carolina | 3 | 597 | 0.6% | 61 | 0.4% | 3 | 597 | 0.6% | 61 | 0.4% | ||||||||||||||
| Georgia | 2 | 230 | 0.2% | 56 | 0.4% | 2 | 230 | 0.2% | 56 | 0.3% | ||||||||||||||
| New Jersey | 3 | 116 | 0.1% | 34 | 0.2% | 3 | 116 | 0.1% | 34 | 0.2% | ||||||||||||||
| Delaware | 1 | 180 | 0.2% | 20 | 0.1% | 1 | 180 | 0.2% | 20 | 0.1% | ||||||||||||||
| North Carolina | — | — | —% | — | —% | 2 | 310 | 0.3% | — | —% | ||||||||||||||
| Washington(2) | 6 | 2,520 | 2.6% | (75) | (0.5)% | 6 | 2,520 | 2.4% | 1,089 | 6.5% | ||||||||||||||
| Arizona(2) | 6 | 6,320 | 6.4% | (1,135) | (7.7)% | 6 | 6,320 | 6.1% | 579 | 3.5% | ||||||||||||||
| TOTALS | 144 | 98,688 | 100.0% | $ | 14,795 | 100.0% | 150 | 103,001 | 100.0% | $ | 16,803 | 100.0% |
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
(2)During the three months ended March 31, 2026, we began recognizing lease revenues from two tenants (who collectively lease eight farms—four in Arizona, three in Washington, and one in Oregon) on a cash basis. Negative revenue reflected above relates to the write-off of certain net deferred rent assets and uncollected receivables.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Our lease agreements will generally include one of the following rental structures: (i) fixed base cash rents, (ii) fixed base cash rents, plus a variable component (referred to as “participation rents”) based on the gross revenues generated from the respective farms, or, to a lesser extent, (iii) no fixed base cash rents (or, in certain cases, a cash allowance to cover certain operating or capital costs), in exchange for a significantly higher share of participation rents. Fixed base cash rent is generally payable to us in advance on an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses as set forth within the lease, while participation rent is generally payable to us annually, with the majority of it being recognized in the fourth quarter of each fiscal year.
Currently, 87 of our farms are leased on a pure, triple-net basis, 42 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, or insurance costs), 4 farms are direct-operated by us through third-party management agreements, and 8 farms are vacant. Additionally, 25 of our farms are leased under agreements that include participation rents, though such leases often include a guarantee of a minimum amount of rental income.
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of March 31, 2026 (dollars in thousands):
25
| Year | Number ofExpiringLeases(1) | Expiring / Expired Leased Acreage | % of Total Acreage | Lease Revenue for the Three Months Ended March 31, 2026 | % of Total Lease Revenue | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 12 | 16,803 | 17.0% | $ | 1,976 | 13.4% | |||||||
| 2027 | 14 | 13,840 | 14.0% | 4,782 | 32.3% | ||||||||
| 2028 | 13 | 5,187 | 5.3% | 1,272 | 8.6% | ||||||||
| 2029 | 8 | 2,590 | 2.6% | 1,023 | 6.9% | ||||||||
| 2030 | 7 | 12,629 | 12.8% | 2,454 | 16.6% | ||||||||
| Thereafter | 31 | 40,193 | 40.8% | 3,108 | 21.0% | ||||||||
| Other(2) | 10 | 25 | —% | 154 | 1.0% | ||||||||
| Terminated/expired leases and sold properties(3) | — | 7,421 | 7.5% | 26 | 0.2% | ||||||||
| Totals | 95 | 98,688 | 100.0% | $ | 14,795 | 100.0% |
(1)Certain lease agreements encompass multiple farms.
(2)Primarily consists of ancillary leases (e.g., renewable energy leases; oil, gas, and mineral leases; telecommunications leases; etc.) with varying expirations on certain of our farms.
(3)Includes one lease that was renewed subsequent to March 31, 2026; see below, under “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity,” for additional information on these and certain other lease renewals.
We are currently exploring a variety of options with certain of our 2026 lease expirations, including negotiating lease terms with existing and prospective new tenants and discussing sale options with prospective buyers. In addition, while we seek to lease all properties under traditional leases that involve a certain level of fixed base rent, with respect to expirations on ce
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-K.
OVERVIEW
General
We are an externally-managed, agricultural REIT that is primarily engaged in owning and leasing farmland, including through lease structures with a variable rent component based on the gross revenues generated from certain farms in lieu of fixed base rent. From time to time, and on a temporary basis, we may also directly operate certain of our farms via management agreements with third-party operators and/or through a TRS. We currently own 144 farms totaling 98,688 acres across 14 states in the U.S. and 55,532 acre-feet of water assets in California. In addition, two of our properties (comprising four farms) are currently being directly operated.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by the Operating Partnership. Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns all of the OP Units. In addition, we have elected for Land Advisers, an indirect wholly-owned subsidiary of ours, to be treated as a TRS.
Our Adviser manages our real estate portfolio pursuant to an advisory agreement, and our Administrator provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and directly pay their salaries, benefits, and general expenses.
As of February 24, 2026:
•we owned 144 farms comprised of 98,688 total acres across 14 states in the U.S. and 55,532 acre-feet of water assets in California;
•our occupancy rate (based on farmable acreage and including direct-operated farms) was 95.0%, and our farms were leased to 82 different, unrelated third-party tenants growing over 60 different types of crops;
•the weighted-average remaining agricultural lease term across our farmland holdings was 4.7 years; and
•the weighted-average term to maturity of our notes and bonds payable was 6.6 years, and approximately 97.9% of our borrowings bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 2.7 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.39% over that term.
Business Environment
Impact of Inflation, Interest Rates, and Tariffs and Trade
Inflation
According to the U.S. Bureau of Labor Statistics, the Consumer Price Index (“CPI”) rose at an annual rate of 2.7% through December 31, 2025, reflecting continued moderation from peak inflation levels observed in mid-2022. Food price increases
36
Table of Contents
have likewise slowed but remain elevated relative to headline CPI, with the overall food category up by 3.1% over the same period. Notably, over the past four years, food prices have risen by 19.8%, outpacing the overall CPI increase of 16.2% and reflecting sustained pricing pressures across many agricultural markets. In addition, the U.S. Department of Agriculture’s August 2025 Land Values Summary reported that nationwide farm real estate values increased 4.3% year-over-year, while cropland values rose 4.7%. This data indicates that farmland values have continued to appreciate, although at a more moderate pace than in prior years. While elevated input costs remain a concern for farm operators, we believe these pressures are being offset in certain markets to the extent food prices keep pace with or exceed broader inflation trends.
Interest Rates
The Federal Reserve (the “Fed”) resumed monetary easing in late 2025, lowering the target range for the federal funds rate by 25 basis points in each of September, October, and December 2025, bringing the range to 3.50% to 3.75%. The Fed maintained this target range at its January 2026 meeting, reflecting a more data-dependent posture as inflation continued to moderate and economic growth showed signs of slowing amid mixed economic signals. Benchmark yields have declined modestly in response, with the 10-year U.S. Treasury yield recently fluctuating around 4.0%, compared with levels consistently above 4.4% earlier in 2025. Although borrowing costs have eased somewhat, credit availability remains selective, and long-term spreads continue to reflect lender caution. As a result, while financing conditions have improved relative to a year ago, access to debt on favorable terms remains uneven and continues to limit our ability to pursue new farmland acquisitions.
Currently, approximately 97.9% of our outstanding borrowings bear interest at fixed rates, with a weighted-average effective interest rate of 3.39% and an average remaining term of 2.7 years. As a result, changes in market interest rates have had a minimal impact on our interest expense in recent periods, and we believe our exposure to near-term interest rate volatility is limited.
Tariffs and Trade
Ongoing trade tensions and new tariffs continue to create uncertainty in U.S. agricultural export markets. Certain crops grown on our farms, including almonds and pistachios, remain particularly exposed, as approximately 60% to 80% of U.S.-produced almonds and pistachios are exported annually; however, recent market stabilization and strengthening demand have provided more favorable near-term signals. In contrast, crops with strong domestic demand, such as fresh produce (including berries and vegetables), are generally less affected by trade disputes, although they may still be impacted by disputes involving key North American trading partners, including Canada and Mexico.
Although international trade developments have influenced sentiment in export-oriented crop markets, pricing for almonds and pistachios continues to be primarily driven by underlying supply and demand fundamentals. With the 2025 harvest complete, final almond production is coming in below initial industry forecasts, contributing to upward pricing pressure and resulting in price levels that are stable yet profitable for growers. The marketing season for the 2025 crop is still ongoing and will continue into the fall of 2026, with current almond prices approximately 10% to 14% higher year-over-year. In addition, production volumes on our farms have exceeded our initial internal expectations.
Pistachios continue to experience strong demand, particularly in international markets, with demand for pistachio-based ingredients also increasing, supported by broader consumer trends and sustained global market growth. The 2025 U.S. pistachio crop was initially expected to be a record crop; however, current estimates indicate production will fall short of those expectations and will be more in line with 2023 production levels. Harvest activities on our farms are complete, and overall yields exceeded our internal projections. The smaller-than-expected overall crop has contributed to upward pricing pressure, with current pistachio prices (for the 2024 crop) approximately 13% to 18% higher than the prior year (for the 2023 crop). Prices were initially expected to be lower but have instead strengthened, supporting expectations that final pricing for the 2025 crop should exceed 2024 levels.
We continue to monitor tariff discussions and trade policy developments closely, but the full impact on crop prices and grower economics remains uncertain. Prolonged disruptions to export markets could impact lease structures and participation rent levels on affected farms. In addition, significant increases in tariffs or unfavorable trade terms for almonds or pistachios could require us to allocate additional capital to support crop production under certain lease agreements in exchange for higher participation rents.
Another key factor impacting export demand is the strength of the U.S. dollar. A weaker dollar enhances the global competitiveness of U.S. agricultural exports, which may help offset certain adverse effects of tariffs and trade constraints and potentially drive increased demand for domestically grown products.
California Water Outlook
The 2025-2026 water year is approaching its midpoint, with precipitation to date mixed across the state. While the season began with above-average precipitation, drier conditions in January resulted in snowpack levels below historical norms in
37
Table of Contents
several regions. However, recent storm systems have delivered additional widespread precipitation, including significant snowfall in the Sierra Nevada, which has improved snowpack conditions and is expected to support late-season runoff. In addition, reservoir levels remain well above historical norms, reflecting strong carryover storage following multiple years of average or above-average precipitation. As of early February 2026, no portion of the state was subject to drought designation, supporting relatively favorable near-term surface water supply conditions. As a result, current expectations are that surface water allocations for the 2025-2026 water year will range from approximately 30% to 50%, subject to late-season precipitation patterns and regulatory requirements.
Sustained wet conditions in recent years have benefited our permanent crop assets by supporting groundwater recharge and improving root zone moisture content. To date, we have not observed any significant water-related stress in our permanent plantings, which appear healthy and in good condition entering the upcoming growing season. Meanwhile, the ongoing phased implementation of California’s Sustainable Groundwater Management Act (“SGMA”) continues to impose groundwater pumping restrictions across the state. In response, we are evaluating and participating in supplemental water initiatives aimed at mitigating the impact of SGMA-related curtailments, including floodwater capture and storage projects, voluntary fallowing programs, and targeted investments in water infrastructure to support long-term access to reliable water supplies. Periods of surplus surface water can result in increased availability of lower-cost water from purveyors, and we continue to monitor such opportunities as part of our long-term water strategy. Based on current conditions, we believe our farms are well-positioned for the 2026 growing season with respect to both groundwater and surface water availability.
Factors Impacting Agricultural Land Values in our Regions of Focus
Western U.S.
Land values in the western U.S. continue to face pressure from the elevated interest rate environment and a period of lower crop prices, particularly in almonds, wine grapes, and apples. Both the almond and wine grape industries have experienced significant acreage removals, and the higher cost of capital continues to limit the pace at which this acreage is replanted. Among other factors, this has contributed to some improvement in almond pricing, although prices remain below peak levels experienced in prior years. Pistachios continue to perform relatively better and have exhibited stronger profitability, despite an increase in bearing acreage.
Meanwhile, with water conditions having been more favorable in recent years, acreage dedicated to certain specialty row crops expanded in select Western markets, contributing to downward pricing pressure in some categories. More recently, we have observed early indications of acreage shifting away from certain specialty row crops with weaker margins toward alternative crops or uses based on local water availability and expected returns, and we expect continued reductions in acreage of certain row crops.
Southeastern U.S.
Values of farmland in the Southeast, particularly those growing fruits and vegetables, continue to rise at a steady pace, supported by sustained population growth and migration to the region. Our land holdings in Florida have benefited from residential development interest, solar projects, and continued interest from large-scale farmland investors, all contributing to upward pressure on farmland values. Overall, farmland rents have remained stable, with slight variations depending on crop type.
Despite these positive trends, the Florida citrus industry continues to face persistent challenges, including citrus greening disease, severe weather events (including periodic drought conditions), and economic pressures. These conditions have led both large- and small-scale producers to exit or scale back operations, with some seeking to monetize land through sales or alternative uses. In contrast, demand for strawberry and vegetable acreage remains resilient, supporting stable to improving rental rates despite competitive pressures from imports and rising labor costs.
Portfolio Diversification
Our farmland portfolio currently consists of 144 farms leased to 82 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The following table summarizes the geographic locations (by state) of our farms owned as of and during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
38
Table of Contents
| As of and For the Year Ended December 31, 2025 | As of and For the Year Ended December 31, 2024 | As of and For the Year Ended December 31, 2023 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| State | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | |||||||||
| California(1) | 63 | 34,845 | 35.3% | $ | 49,956 | 65.6% | 63 | 34,845 | 31.3% | $ | 58,055 | 68.5% | 63 | 34,844 | 30.1% | $ | 59,143 | 65.5% | ||||||
| Florida | 18 | 10,412 | 10.5% | 8,975 | 11.8% | 25 | 18,720 | 16.8% | 12,055 | 14.2% | 26 | 22,468 | 19.4% | 15,076 | 16.7% | |||||||||
| Colorado | 10 | 31,448 | 31.9% | 4,584 | 6.0% | 12 | 32,773 | 29.5% | 2,645 | 3.1% | 12 | 32,773 | 28.3% | 2,564 | 2.8% | |||||||||
| Washington | 6 | 2,520 | 2.6% | 4,384 | 5.8% | 6 | 2,520 | 2.3% | 4,291 | 5.1% | 6 | 2,520 | 2.2% | 4,651 | 5.1% | |||||||||
| Arizona | 6 | 6,320 | 6.4% | 2,349 | 3.1% | 6 | 6,320 | 5.7% | 2,275 | 2.7% | 6 | 6,320 | 5.5% | 2,263 | 2.5% | |||||||||
| Oregon | 6 | 898 | 0.9% | 1,707 | 2.2% | 6 | 898 | 0.8% | 1,965 | 2.3% | 6 | 898 | 0.8% | 2,181 | 2.4% | |||||||||
| Nebraska | 7 | 5,223 | 5.3% | 1,353 | 1.8% | 9 | 7,782 | 7.0% | 892 | 1.1% | 9 | 7,782 | 6.7% | 1,778 | 2.0% | |||||||||
| Michigan | 12 | 1,245 | 1.3% | 1,105 | 1.5% | 12 | 1,245 | 1.1% | 1,021 | 1.2% | 23 | 1,892 | 1.6% | 966 | 1.1% | |||||||||
| Texas | 1 | 3,667 | 3.7% | 547 | 0.7% | 1 | 3,667 | 3.3% | 468 | 0.5% | 1 | 3,667 | 3.2% | 450 | 0.5% | |||||||||
| Maryland | 6 | 987 | 1.0% | 482 | 0.6% | 6 | 987 | 0.9% | 466 | 0.5% | 6 | 987 | 0.9% | 461 | 0.5% | |||||||||
| South Carolina | 3 | 597 | 0.6% | 244 | 0.3% | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.5% | 244 | 0.3% | |||||||||
| Georgia | 2 | 230 | 0.2% | 224 | 0.3% | 2 | 230 | 0.2% | 224 | 0.3% | 2 | 230 | 0.2% | 224 | 0.3% | |||||||||
| New Jersey | 3 | 116 | 0.1% | 136 | 0.2% | 3 | 116 | 0.1% | 134 | 0.2% | 3 | 116 | 0.1% | 129 | 0.1% | |||||||||
| Delaware | 1 | 180 | 0.2% | 79 | 0.1% | 1 | 180 | 0.2% | 76 | 0.1% | 1 | 180 | 0.2% | 75 | 0.1% | |||||||||
| North Carolina | — | — | —% | — | —% | 2 | 310 | 0.3% | (48) | (0.1)% | 2 | 310 | 0.3% | 114 | 0.1% | |||||||||
| TOTALS | 144 | 98,688 | 100.0% | $ | 76,125 | 100.0% | 157 | 111,190 | 100.0% | $ | 84,763 | 100.0% | 169 | 115,584 | 100.0% | $ | 90,319 | 100.0% |
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Our lease agreements will generally include one of the following rental structures: (i) fixed base cash rents, (ii) fixed base cash rents, plus a variable component, referred to as “participation rents,” based on the gross revenues generated from the respective farms (though such leases often include a guarantee of a minimum amount of rental income), or, to a lesser extent, (iii) no fixed base cash rents (or, in certain cases, a cash allowance to cover certain operating or capital costs), in exchange for a significantly higher share of participation rents. Fixed base cash rent is generally payable to us in advance on an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses as set forth within the lease, while participation rent is generally payable to us annually, with the majority of it coming in the fourth quarter of each fiscal year. Currently, 90 of our farms are leased on a pure, triple-net basis, 38 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, or insurance costs), 4 farms are direct-operated by us through third-party management agreements, and 9 farms are vacant. Additionally, 22 of our farms are leased under agreements that include participation rents.
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2025 (dollars in thousands):
39
Table of Contents
| Year | Number ofExpiringLeases(1) | Expiring / Expired Leased Acreage | % of Total Acreage | Lease Revenue for the Year Ended December 31, 2025 | % of Total Lease Revenue | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 13 | 10,772 | 10.9% | $ | 6,406 | 8.4% | ||||||
| 2027 | 14 | 13,840 | 14.0% | 17,171 | 22.6% | |||||||
| 2028 | 13 | 5,187 | 5.3% | 5,490 | 7.2% | |||||||
| 2029 | 7 | 1,973 | 2.0% | 3,182 | 4.2% | |||||||
| 2030 | 7 | 12,629 | 12.8% | 9,973 | 13.1% | |||||||
| Thereafter | 32 | 40,811 | 41.4% | 25,150 | 33.0% | |||||||
| Other(2) | 10 | 25 | —% | 583 | 0.8% | |||||||
| Terminated/expired leases and sold properties(3) | 13,451 | 13.6% | 8,170 | 10.7% | ||||||||
| Totals | 96 | 98,688 | 100.0% | $ | 76,125 | 100.0% |
(1)Certain lease agreements encompass multiple farms.
(2)Primarily consists of ancillary leases (e.g., renewable energy leases; oil, gas, and mineral leases; telecommunications leases; etc.) with varying expirations on certain of our farms.
(3)Includes lease revenues of approximately $7.2 million (including approximately $4.4 million of lease-related termination fees) from 15 farms for which the respective leases had expired as of December 31, 2025, and approximately $0.9 million from 13 farms sold during the year ended December 31, 2025. Certain of these leases were renewed subsequent to December 31, 2025; see below, under “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity,” for additional information on these and certain other lease renewals.
We are currently exploring a variety of options with certain of our 2026 lease expirations, including negotiating lease terms with existing and prospective new tenants and discussing sale options with prospective buyers. In addition, while we seek to lease all properties under traditional leases that involve a certain level of fixed base rent, with respect to expirations on certain western permanent crop farms, we may also decide to proceed with a modified lease structure that involves a reduced base rent amount (or none) and/or, in certain cases, a cash lease incentive, in exchange for an increased level of participation rents, or we may decide to proceed to operate certain of these properties ourselves via third-party management agreements. Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to execute new leases or renew the existing leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Recent Developments
Portfolio Activity—Existing Properties
Property Sales
In January 2025, we completed the sale of five farms in Florida totaling 5,630 gross acres for an aggregate sales price of $52.5 million. Including closing costs, we recognized a net gain on the sale of approximately $14.1 million.
In February 2025, we completed the sale of two farms in Nebraska totaling 2,559 gross acres for an aggregate sales price of $12.0 million. Including closing costs, we recognized an aggregate net gain on these sales of approximately $1.6 million.
In August 2025, we completed the sale of two farms in Florida totaling 2,678 gross acres for an aggregate sales price of $21.5 million. Including closing costs, we recognized an aggregate net gain on these sales of approximately $6.0 million.
In December 2025, we completed the following sale transactions:
•the sale of two farms in North Carolina totaling 310 gross acres for an aggregate sales price of approximately $1.0 million. Including closing costs, we recognized an aggregate net loss on these sales of approximately $1.2 million.
•the sale of two farms in Colorado totaling 1,325 gross acres for an aggregate sales price of approximately $8.5 million. Including closing costs, we recognized a net gain on the sale of approximately $0.8 million.
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2025, through the date of this filing (dollars in thousands, except for footnotes):
| PRIOR LEASES | NEW LEASES(1) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farm Locations | Number of Leases | Total Farm Acres | TotalAnnualizedStraight-lineRent(2) | # of Leases with Participation Rents | LeaseStructures(# of NNN/ NN / N)(3) | TotalAnnualizedStraight-lineRent(2) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | LeaseStructures(# of NNN/ NN / N)(3) | ||||||
| CA, CO, & OR | 14 | 16,157 | $ | 6,899 | 7 | 10 / 4 / 0 | $ | 6,388 | 5.0 | 7 | 10 / 4 / 0 |
(1)In connection with certain of these leases, we committed to provide cash allowances or capital for certain operations and improvements on these farms, which are excluded from the figures above. See Note 3, “Real Estate and Intangible Assets—Intangible Assets and Liabilities,” and Note 9,
40
Table of Contents
“Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.
(2)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. In executing certain lease renewals, particularly those on certain western permanent crop farms, we reduced or eliminated the base rent component or, in certain cases, provided the tenants with a cash lease incentive, in exchange for significantly increasing the participation rent component, the final results of which will not be known until the second half of 2026 or later.
(3)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.”
Crop Sales
Through a management agreement with a third-party operator, we currently manage a 2,409-acre property (encompassing two farms) located in Kern County, California, which includes 2,293 acres of bearing almond and pistachio orchards. Revenue from the sale of crops harvested and sold during the year ended December 31, 2025 and the cumulative growing costs incurred for such crops are shown in the following table (dollars in thousands):
| Crop sales revenues(1) | $ | 12,164 |
|---|---|---|
| Cost of sales(1) | 9,588 |
(1)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
See Note 4, “Crop Inventory and Crop Sales,” within the accompanying notes to our consolidated financial statements for additional information.
Impairment
During the year ended December 31, 2025, we recognized an aggregate impairment charge of approximately $3.9 million on one property (encompassing two farms) located in St. Lucie County, Florida, and one farm located in Santa Barbara County, California, due to the estimated fair values being lower than the respective carrying values.
Vacant, Direct-operated, and Non-accrual Properties
We currently have nine farms that are wholly or partially vacant, four farms that are being direct-operated through third-party management agreements, and five farms (leased to three tenants) for which lease revenues are being recognized on a cash basis (due to our determination that full collection of the remaining contractual rent under these leases is not probable due to credit concerns with the respective tenants). For the year ended December 31, 2025, we recognized approximately $3.7 million of lease revenue from these farms (including an early lease termination fee of approximately $2.4 million) and approximately $2.6 million of net profits from crop sales (see above, under “—Crop Sales”), compared to approximately $7.9 million of lease revenue for the prior year.
We are evaluating both leasing and sale alternatives for each of these farms and are engaged in discussions with prospective tenants and buyers; however, there can be no assurance that we will be able to secure agreements on favorable terms, or at all. With respect to the farms on non-accrual status, we continue to work with the respective tenants to resolve the outstanding rent amounts and, where possible, will seek to reach agreements on the remaining payments. Such agreements may include establishing payment plans, deferring portions of rent due, or agreeing to terminate the leases.
Financing Activity
Debt Activity
New Borrowings
From January 1, 2025, through the date of this filing, we entered into a new loan agreement with MetLife, as summarized below (dollars in thousands):
| Date of Issuance | Amount | Maturity Date | Principal Amortization | Stated Interest Rate | Interest Rate Terms | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 4/11/2025 | $10,600 | 2/15/2030 | 28.6 years | 6.31% | Fixed through 2/14/2028; variable thereafter |
Loan Repayments
From January 1, 2025, through the date of this filing, we repaid approximately $44.2 million of loans, the majority of which were either maturing or scheduled for a price reset. On a weighted-average basis, these borrowings bore interest at a stated rate of 4.68% and an effective interest rate (after interest patronage, where applicable) of 4.23%.
Farm Credit Notes Payable—Interest Patronage
41
Table of Contents
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”). The following table provides certain information about interest patronage related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2024 (dollars in thousands):
| Amount | Reduction in Interest Rates(1) | ||||||
|---|---|---|---|---|---|---|---|
| Received | Percent | Basis Points | |||||
| 2024 Interest Patronage(2) | $ | 1,819 | 21.9% | 101 |
(1)Presented as a reduction in the stated interest rates on such borrowings, shown on a weighted-average basis.
(2)Relates to interest accrued on the Farm Credit Notes Payable during calendar year 2024. Of this amount, approximately $0.1 million was recorded in the third quarter of 2024, and approximately $1.7 million was recorded in the first quarter of 2025.
For further discussion on interest patronage, refer to Note 6, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.
Redemption of Series D Term Preferred Stock
On January 30, 2026, we redeemed all outstanding shares of our 5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share (the “Series D Term Preferred Stock”) at a cash redemption price of $25.100695 per share, representing the payment of the liquidation preference, plus an amount equal to accrued and unpaid dividends to, but excluding, January 30, 2026, in the amount of $0.100695 per share. In total, we paid approximately $60.6 million for the redemption of the Series D Term Preferred Stock. Our Series D Term Preferred Stock was delisted from Nasdaq on the date we redeemed all outstanding shares.
Equity Activity
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 Series E Preferred Stock, on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share.
The Series E Offering expired on December 31, 2025. Exclusive of redemptions, the Series E Offering resulted in total gross proceeds of approximately $6.3 million and net proceeds, after deducting Selling Commissions, Dealer-Manager Fees, and offering expenses payable by us, of approximately $5.7 million. In conjunction with the termination of the Series E Offering, during the year ended December 31, 2025, we expensed approximately $547,000 of unamortized deferred offering costs. These costs were recorded to Write-off of costs associated with offering of Series E cumulative redeemable preferred stock on the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2025.
See Note 10, “Equity,” in the accompanying notes to our consolidated financial statements for additional information.
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 Thalmann & 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”).
The following table summarizes the activity under the ATM Program from January 1, 2025, through the date of this filing (dollars in thousands):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5,253,748 | $ | 9.58 | $ | 50,351 | $ | 49,848 |
(1)Net of underwriter commissions.
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The current Advisory Agreement and the current Administration Agreement were each approved unanimously by our Board of Directors, including, specifically, our independent directors.
A summary of certain compensation terms within the Advisory Agreement and a summary of the Administration Agreement is below.
42
Table of Contents
Advisory Agreement
Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee and, each as applicable, 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. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 8, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement,” within the accompanying notes to our consolidated financial statements.
Base Management Fee
Pursuant to the 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,” 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.
Incentive Fee
Pursuant to the Advisory Agreement, 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 our 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.
We pay our Adviser an incentive fee with respect to our Pre-Incentive Fee FFO quarterly, as follows:
•no Incentive Fee in any calendar quarter in which our Pre-Incentive Fee FFO does not exceed the hurdle rate of 1.75% (7.0% annualized);
•100% of the amount of our Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
•20% of the amount of our Pre-Incentive Fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Quarterly Incentive Fee Based on Pre-Incentive Fee FFO
Pre-Incentive Fee FFO
(expressed as a percentage of Total Adjusted Common Equity)
Percentage of Pre-Incentive Fee FFO allocated to Incentive Fee
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, chief administrative officer, co-general counsels, co-secretaries (Mr. LiCalsi, our chief administrative officer, co-general counsel, and co-secretary, also serves in the same roles for our Administrator, in addition to serving as our Administrator’s president), and their respective staffs. 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.
Critical Accounting Policies
43
Table of Contents
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies are provided in Note 2, “Summary of Significant Accounting Policies,” in the accompanying notes to our consolidated financial statements, located elsewhere in this Form 10-K, and a summary of our critical accounting policies is below. We consider these policies to be critical because they involve estimates and assumptions that require complex, subjective, or significant judgments in their application and that materially affect our results of operations. There were no material changes in our critical accounting policies during the year ended December 31, 2025.
Purchase Price Allocation
When we acquire real estate, we allocate the purchase price to: (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above- and below-market leases, in-place lease values, and lease origination costs, and tenant relationships, based in each case on their fair values.
Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that is already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition. We generally consider both types of acquisitions to be asset acquisitions under ASC 360, “Property Plant and Equipment,” which requires us to capitalize the transaction costs incurred in connection with the acquisition. ASC 360 further requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed, and, if applicable, (ii) any identifiable intangible assets and liabilities, by valuing the property as if it was vacant, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate and Lease Intangibles,” in the accompanying notes to our consolidated financial statements.
Real Estate Impairment Evaluation
We account for the impairment of our real estate assets in accordance with ASC 360, which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist or if depreciation periods should be modified. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows using certain market-derived terms. Any material changes to the estimates and assumptions used in this analysis could have a significant impact on our results of operations, as the changes would impact our determination of whether impairment is deemed to have occurred and the amount of impairment loss that we would recognize.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate Impairment Evaluation,” in the accompanying notes to our consolidated financial statements.
Recently-Issued Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies—Recently-Issued Accounting Pronouncements,” in the accompanying notes to our consolidated financial statements for a description of recently-issued accounting pronouncements.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses, same-property basis represents properties we owned for the entirety of the respective comparative periods presented.
With regard to the comparison between the years ended December 31, 2025 and 2024:
•We owned 144 farms as of December 31, 2025, that are considered our same-property portfolio. Same-property occupancy (based on farmable acres and including farms that were direct-operated or on non-accrual status) decreased approximately 1.1% to 95.1% as of December 31, 2025, compared to 96.2% as of December 31, 2024.
44
Table of Contents
◦Included within our same-property portfolio are farms that were wholly or partially vacant, direct-operated, or on non-accrual status during all or a portion of the periods presented. For all or a portion of the year ended December 31, 2025, we had 17 farms that were considered vacant, direct-operated, or on non-accrual status, compared to 16 such farms for the prior year.
•From January 1, 2024, through December 31, 2025, we did not acquire any new farms and disposed of 25 farms.
A comparison of results of components comprising our operating income for the years ended December 31, 2025 and 2024 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | ||||||||||
| Operating revenues: | |||||||||||||
| Lease revenue: | |||||||||||||
| Fixed lease payments | $ | 51,180 | $ | 73,952 | $ | (22,772) | (30.8)% | ||||||
| Variable lease payments – participation rents | 20,031 | 9,401 | 10,630 | 113.1% | |||||||||
| Variable lease payments – tenant reimbursements and other | 4,914 | 1,410 | 3,504 | 248.5% | |||||||||
| Total lease revenue | 76,125 | 84,763 | (8,638) | (10.2)% | |||||||||
| Crop sales | 12,164 | — | 12,164 | NM | |||||||||
| Other operating revenue | 50 | 453 | (403) | (89.0)% | |||||||||
| Total operating revenues | 88,339 | 85,216 | 3,123 | 3.7% | |||||||||
| Operating expenses: | |||||||||||||
| Depreciation and amortization | 34,549 | 35,055 | (506) | (1.4)% | |||||||||
| Property operating expenses | 6,696 | 5,334 | 1,362 | 25.5% | |||||||||
| Cost of sales | 9,588 | — | 9,588 | NM | |||||||||
| Base management and incentive fees, net of incentive fee waiver | 8,007 | 8,370 | (363) | (4.3)% | |||||||||
| Administration fee | 2,617 | 2,452 | 165 | 6.7% | |||||||||
| General and administrative expenses | 2,343 | 2,625 | (282) | (10.7)% | |||||||||
| Write-off of costs associated with offering of Series E cumulative redeemable preferred stock | 547 | — | 547 | NM | |||||||||
| Impairment charge | 3,921 | 2,106 | 1,815 | 86.2% | |||||||||
| Total operating expenses | 68,268 | 55,942 | 12,326 | 22.0% | |||||||||
| Operating income | $ | 20,071 | $ | 29,274 | $ | (9,203) | (31.4)% |
NM = Not Meaningful
Operating Revenues
Lease Revenue
The following table provides a summary of our lease revenue during the years ended December 31, 2025 and 2024 (dollars in thousands):
45
Table of Contents
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | ||||||||||
| Same-property basis: | |||||||||||||
| Fixed lease payments | $ | 50,122 | $ | 70,879 | $ | (20,757) | (29.3)% | ||||||
| Participation rents | 20,031 | 9,401 | 10,630 | 113.1% | |||||||||
| Lease termination and other income | 4,435 | 19 | 4,416 | 23,242.1% | |||||||||
| Total – Same-property basis | 74,588 | 80,299 | (5,711) | (7.1)% | |||||||||
| Properties acquired or disposed of: | |||||||||||||
| Fixed lease payments | 1,058 | 3,073 | (2,015) | (65.6)% | |||||||||
| Total – Properties acquired or disposed of | 1,058 | 3,073 | (2,015) | (65.6)% | |||||||||
| Tenant reimbursements and other(1) | 479 | 1,391 | (912) | (65.6)% | |||||||||
| Total Lease revenue | $ | 76,125 | $ | 84,763 | $ | (8,638) | (10.2)% |
(1)Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Similar amounts were also recorded as property operating expenses during the respective periods.
Same-property Basis – 2025 compared to 2024
Lease revenues from fixed lease payments decreased primarily due to the execution of certain lease agreements pursuant to which we agreed to reduce or eliminate the fixed base rent amounts or, in certain cases, provide the tenant with a cash lease incentive, in exchange for significantly increasing the participation rent components in the leases. The year-over-year decrease in lease revenues was further impacted by certain of our farms that were vacant, direct-operated (see “—Crop Sales and Cost of Sales” below for further discussion), or on which lease revenues were recognized on a cash basis (rather than a straight-line basis), due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues during all or a portion of the year ended December 31, 2025.
The increase in lease revenues from participation rents was primarily due to modifications to lease structures on certain farms, as discussed above, together with improved year-over-year pistachio pricing.
During the year ended December 31, 2025, we received a lease termination payment from a former tenant who leased three of our farms. After applying a portion of the amount towards certain outstanding receivables owed by the tenant, we recognized approximately $2.4 million of additional lease revenue upon receipt. In addition, during the year ended December 31, 2025, a tenant purchase option on one of our farms expired, at which time all prior deposits related to the purchase option were recognized as income, resulting in approximately $2.1 million of additional lease revenue for the year ended December 31, 2025.
Other – 2025 compared to 2024
Lease revenue from properties acquired or disposed of decreased due to the sale of 25 farms subsequent to December 31, 2023.
The fluctuation in tenant reimbursement and other revenue is primarily driven by payments made by certain tenants on our behalf (pursuant to the lease agreements) to unconsolidated entities of ours that convey water to the respective properties. As such, the timing of tenant reimbursement revenue fluctuates as payments are made by our tenants. Amounts recorded during the prior year included increased reimbursements from certain tenants for costs to deliver water to their farms via a pipeline owned by an unconsolidated entity of ours.
Crop Sales and Cost of Sales
Crop sales and cost of sales pertain to crops harvested and sold from a 2,409-acre property (encompassing two farms) located in Kern County, California, including 2,293 acres of bearing almond and pistachio orchards, which we managed using a third-party operator during the majority of 2025. During the year ended December 31, 2025, we recorded the following related to crops harvested and sold on this farm (dollars in thousands):
| Crop sales revenues(1) | $ | 12,163 |
|---|---|---|
| Cost of sales(1) | 9,588 |
(1)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
We did not record any revenue or expense related to growing or selling crops during the year ended December 31, 2024. See Note 4, “Crop Inventory and Crop Sales,” within the accompanying notes to our consolidated financial statements for further discussion.
Other Operating Revenue
46
Table of Contents
Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties. In connection with the transfer and storage of surplus water on behalf of third parties using groundwater recharge facilities constructed on certain of our farms, we recognized non-cash revenue of approximately $49,000 and $453,000 during the years ended December 31, 2025 and 2024, respectively. See Note 5, “Investments in Water Assets,” within the accompanying notes to our consolidated financial statements for further discussion.
Operating Expenses
Depreciation and Amortization
Depreciation and amortization expense decreased primarily due to the disposition of certain assets, including the sale of 25 farms subsequent to December 31, 2023, and certain other assets reaching the end of their useful lives. This decrease was partially offset by additional depreciation expense associated with new capital improvements made on certain of our farms.
Property Operating Expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties. The following table provides a summary of the property operating expenses recorded during the years ended December 31, 2025 and 2024 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | ||||||||||
| Same-property basis | $ | 6,066 | $ | 3,338 | $ | 2,728 | 81.7% | ||||||
| Properties acquired or disposed of | 151 | 605 | (454) | (75.0)% | |||||||||
| Tenant-reimbursed property operating expenses(1) | 479 | 1,391 | (912) | (65.6)% | |||||||||
| Total Property operating expenses | $ | 6,696 | $ | 5,334 | $ | 1,362 | 25.5% |
(1)Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant. Similar amounts are also recorded as lease revenue when earned in accordance with the lease.
Same-property Basis – 2025 compared to 2024
Property operating expenses increased primarily due to costs incurred to provide supplemental water in accordance with a lease obligation on one of our farms. The increase was also attributable to additional costs incurred related to certain farms that were vacant, direct-operated, or on non-accrual status. These costs included additional property taxes and other operating expenses for which the prior tenants were previously responsible.
Other – 2025 compared to 2024
Property operating expenses on properties acquired or disposed of decreased due to the sale of 25 farms subsequent to December 31, 2023.
The fluctuations in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases. Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities. Amounts recorded during the prior year included additional costs to deliver water to certain of our farms via a pipeline owned by an unconsolidated entity of ours, which costs were reimbursed to us by our tenants.
Related-Party Fees
The following table provides the calculations of the base management, incentive, and capital gains fees (as applicable) due to our Advisor pursuant to the Advisory Agreement for the years ended December 31, 2025 and 2024 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 8, “Related-Party Transactions,” within the accompanying notes to our consolidated financial statements):
| Quarters Ended | Year to Date | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31 | June 30 | September 30 | December 31 | |||||||||||||||
| FY 2025 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,372,260 | $ | 1,326,588 | $ | 1,327,849 | $1,311,339 | |||||||||||
| Quarterly rate | 0.150 | % | 0.150 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 2,058 | $ | 1,990 | $ | 1,992 | $ | 1,967 | $ | 8,007 |
47
Table of Contents
| Incentive Fee: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Adjusted Common Equity(1)(2) | $ | 318,209 | $ | 322,245 | $ | 303,296 | $ | 295,439 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 5,569 | $ | 5,639 | $ | 5,308 | $ | 5,170 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 6,961 | $ | 7,049 | $ | 6,635 | $ | 6,463 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 2,139 | $ | (3,346) | $ | 1,744 | $ | 13,613 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | — | $ | — | $ | — | $ | 1,293 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | — | — | 1,430 | ||||||||||||||
| Total Incentive fee(3) | $ | — | $ | — | $ | — | $ | 2,723 | $ | 2,723 | ||||||||
| Incentive fee waiver(3) | — | — | — | (2,723) | (2,723) | |||||||||||||
| Incentive fee, net | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Capital Gains Fee: | ||||||||||||||||||
| Aggregate net realized capital gains(1) | $ | 5,443 | $ | 2,769 | $ | 3,848 | $ | 167 | ||||||||||
| Capital gains fee rate | 15.0 | % | 15.0 | % | 15.0 | % | 15.0 | % | ||||||||||
| Cumulative capital gains fee | $ | 816 | $ | 415 | $ | 577 | $ | 25 | ||||||||||
| Less capital gains fees recorded in prior periods(4) | $ | (628) | $ | (628) | $ | (628) | $ | (628) | ||||||||||
| Total Capital Gains Fee(3)(5) | $ | 188 | $ | (188) | $ | — | $ | — | $ | — | ||||||||
| Total fees due to Adviser, net | $ | 2,246 | $ | 1,802 | $ | 1,992 | $ | 1,967 | $ | 8,007 | ||||||||
| FY 2024 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,437,812 | $ | 1,384,228 | $ | 1,380,264 | $ | 1,378,060 | ||||||||||
| Quarterly rate | 0.150 | % | 0.150 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 2,157 | $ | 2,076 | $ | 2,070 | $ | 2,067 | $ | 8,370 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 344,128 | $ | 346,578 | $ | 334,913 | $ | 324,105 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 6,022 | $ | 6,065 | $ | 5,861 | $ | 5,672 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 7,528 | $ | 7,581 | $ | 7,326 | $ | 7,090 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 5,988 | $ | 4,974 | $ | 5,970 | $ | 3,955 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | — | $ | — | $ | 109 | $ | — | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | — | — | — | ||||||||||||||
| Total Incentive fee(3) | $ | — | $ | — | $ | 109 | $ | — | $ | 109 | ||||||||
| Incentive fee waiver(3) | — | — | (109) | — | (109) | |||||||||||||
| Incentive fee, net | $ | — | $ | — | $ | — | $ | — | $ | — |
48
Table of Contents
| Column 1 | Column 2 | Column 3 | Column 4 | Column 5 | Column 6 | Column 7 | Column 8 | Column 9 | Column 10 | Column 11 | Column 12 | Column 13 | Column 14 | Column 15 | Column 16 | Column 17 | Column 18 | Column 19 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total fees due to Adviser, net | $ | 2,157 | $ | 2,076 | $ | 2,070 | $ | 2,067 | $ | 8,370 |
(1)As defined in the Advisory Agreement.
(2)As of the end of the respective prior quarters.
(3)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
(4)Represents a capital gains fee earned during the year ended December 31, 2018; however, the full amount of the fee was credited back to us via a voluntary and irrevocable waiver granted to us by our Adviser.
(5)The capital gains fee is due annually in arrears and is subject to further adjustment throughout the year if and when additional assets are disposed of. As of December 31, 2023, we had incurred additional losses associated with the disposition of certain assets, resulting in zero capital gains fee recognized during the year ended December 31, 2025.
The base management fee decreased primarily due to the disposition of 25 farms since December 31, 2023.
Our Adviser earned incentive fees during each of the years ended December 31, 2025 and 2024 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreement) exceeding the required hurdle rate of the applicable equity base during the fourth quarter of 2025 and during the third quarter of 2024. However, during both the fourth quarter of 2025 and the third quarter of 2024, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver to be applied against the entire incentive fee earned during the quarter.
The changes in the administration fee were driven by our relative utilization of our Administrator’s resources compared with affiliated companies also serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses. General and administrative expenses decreased during the current year, primarily due to a decrease in professional fees, driven by a reduction in certain consulting services.
In conjunction with the expiration of the Series E Offering on December 31, 2025, we wrote off approximately $547,000 of unamortized deferred offering costs.
During the year ended December 31, 2025, we recognized an aggregate impairment charge of approximately $3.9 million on one property (encompassing two farms) located in St. Lucie County, Florida, and one farm located in Santa Barbara County, California, due to the estimated fair values being lower than the respective carrying values. During the year ended December 31, 2024, we recognized an aggregate impairment charge of approximately $2.1 million on portions of four properties (encompassing a total of 11 farms) located in Allegan and Van Buren, Michigan, due to the estimated fair values being lower than the respective carrying values.
A comparison of results of other components contributing to net loss attributable to common stockholders for the years ended December 31, 2025 and 2024 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | ||||||||||
| Operating income | $ | 20,071 | $ | 29,274 | $ | (9,203) | (31.4)% | ||||||
| Other income (expense): | |||||||||||||
| Other income | 2,508 | 3,378 | (870) | (25.8)% | |||||||||
| Interest expense | (20,024) | (21,885) | 1,861 | (8.5)% | |||||||||
| Dividends declared on cumulative term preferred stock | (3,019) | (3,019) | — | —% | |||||||||
| Gain on dispositions of real estate assets, net | 13,882 | 5,886 | 7,996 | 135.8% | |||||||||
| Property and casualty recovery (loss), net | 137 | (284) | 421 | (148.2)% | |||||||||
| Loss from investments in unconsolidated entities | (26) | (60) | 34 | (56.7)% | |||||||||
| Total other expense, net | (6,542) | (15,984) | 9,442 | (59.1)% | |||||||||
| Net income | 13,529 | 13,290 | 239 | 1.8% | |||||||||
| Aggregate dividends declared on and (loss) gain recognized on extinguishment of cumulative redeemable preferred stock, net | (24,013) | (23,745) | (268) | 1.1% | |||||||||
| Net loss attributable to common stockholders | $ | (10,484) | $ | (10,455) | $ | (29) | 0.3% |
Other Income (Expense)
49
Table of Contents
Other income generally consists of interest patronage received from Farm Credit (as defined and further explained in Note 6, “Borrowings—Farm Credit Notes Payable,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments. Other income decreased primarily due to less interest earned on short-term investments and a decrease in interest patronage received from Farm Credit (primarily due to decreased borrowings from Farm Credit).
Interest expense decreased, primarily due to a decrease in overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the year ended December 31, 2025, was approximately $493.5 million, as compared to approximately $545.4 million for the prior year. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted average interest rate charged on our aggregate borrowings was 3.80% and 3.82% for the years ended December 31, 2025 and 2024, respectively.
During the year ended December 31, 2025, we recorded a net capital gain, driven by the sale of six properties (encompassing 13 farms) which, after accounting for closing costs, resulted in a net gain of approximately $21.3 million. During the year ended December 31, 2024, we recorded a net capital gain, driven by the sale of five properties (encompassing 12 farms), which, after accounting for closing costs, resulted in a net gain of approximately $9.9 million. Each of these gains were partially offset by net losses recorded during each year related to the removal of some permanent plantings and the disposal of certain irrigation and other improvements on certain of our farms.
The property and casualty recovery recorded during the year ended December 31, 2025, was the result of an adjustment to the original property and casualty loss recorded during the year ended December 31, 2024, due to damage caused to certain permanent plantings on a farm in Georgia due to Hurricane Helene. After further inspection of the property, it was determined that the damage was not as extensive as originally estimated, resulting in an adjustment to our original estimate.
During the year ended December 31, 2025, we recognized a loss from investments in unconsolidated entities of ours that convey water to certain of our farms of approximately $26,000, as compared to $60,000 for the prior-year period. The fluctuations in revenue and expense attributable to these unconsolidated entities is primarily driven by miscellaneous property operating costs incurred by these unconsolidated entities and the respective properties’ reimbursements of such costs incurred.
Comparison of Results of Operations for the Years Ended December 31, 2024 and 2023
A comparison of our operating results for the years ended years ended December 31, 2024 and 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024, beginning on page 46 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the Securities and Exchange Commission, or SEC, on February 19, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under our credit facility with Metropolitan Life Insurance Company (“MetLife”)), and issuances of additional equity securities. Our current available liquidity is approximately $86.4 million, consisting of approximately $6.6 million in cash on hand and, based on the current level of collateral pledged, approximately $79.8 million of availability under our credit facility with MetLife (subject to compliance with covenants) and other undrawn lines of credits, notes, or bonds. In addition, we currently have certain properties valued at a total of approximately $185.5 million that are unencumbered and eligible to be pledged as collateral.
Approximately 97.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.39% for another 2.7 years. In addition, the weighted-average remaining term of our notes and bonds payable is approximately 6.6 years. As such, with respect to our current borrowings, we have experienced minimal impact from interest rate volatility in recent years, and we believe we are well-protected against a potential prolonged high rate environment. We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near- and long-term debt obligations and operating expenses.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our currently-designated preferred securities; making distributions to common stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available, funding capital improvements and, in certain situations, growing and operational costs on
50
Table of Contents
existing farms, repurchasing shares of preferred stock, and funding new farmland and farm-related acquisitions consistent with our investment strategy.
In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt, fund our operating costs, pay dividends on our currently-designated preferred securities, and fund our distributions to common stockholders. We expect to meet our long-term liquidity requirements through various sources of capital, including capacity under current lines of credit, long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, OP Units through our Operating Partnership as consideration for future acquisitions and shares of common stock through our ATM Program), and other secured and unsecured borrowings.
As opportunities arise, we intend to use a significant portion of any future available liquidity to purchase additional farms and farm-related assets. We continue to actively seek and evaluate acquisitions of additional farms and farm-related assets that satisfy our investment criteria; however, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Operating Commitments and Obligations
See Note 9, “Commitments and Contingencies,” in the accompanying notes to our consolidated financial statements for additional discussion around certain operating and ground lease obligations.
Cash Flow Resources
The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2025 and 2024 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | $ Change | % Change | ||||||||||||
| Net change in cash from: | |||||||||||||||
| Operating activities | $ | 6,993 | $ | 29,548 | $ | (22,555) | (76.3)% | ||||||||
| Investing activities | 84,066 | 63,308 | 20,758 | (32.8)% | |||||||||||
| Financing activities | (82,157) | (93,152) | 10,995 | (11.8)% | |||||||||||
| Net change in Cash and cash equivalents | $ | 8,902 | $ | (296) | $ | 9,198 | 3,107.4% |
Operating Activities
The majority of cash from operating activities is generated from rental payments received from tenants, which is first used to fund property-level operating expenses (including growing costs on direct-operated farms), with any excess cash being primarily used for principal and interest payments on borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses.
Cash from operating activities decreased primarily due to lower cash receipts resulting from the sale of 13 farms completed during the year ended December 31, 2025, and from certain vacant or non-accrual properties, as well as the execution of certain lease agreements (pursuant to which we reduced or eliminated fixed base rent amounts or, in certain instances, provided cash allowances to tenants, in exchange for increasing the participation rent components in the leases). The decrease was also attributable to costs incurred in connection with our direct farming operations on certain farms, as the majority of the related cash receipts from crop sales are expected to be received throughout 2026 and into early 2027, as well as increased cash payments for water acquisitions. These decreases were partially offset by higher cash receipts from participation rents, the receipt of a termination fee from an outgoing tenant on three of our farms, and lower interest payments made.
Investing Activities
The change in cash from investing activities was primarily due to proceeds received from the sale of certain farms during the current year. During the year ended December 31, 2025, we sold 13 farms for aggregate net proceeds (after closing costs) of approximately $91.3 million, as compared to 12 farms sold for aggregate net proceeds (after closing costs) of approximately $68.5 million in the prior year. This was partially offset by an increase of $2.0 million in cash paid for capital improvements on existing farms during the current year.
Financing Activities
The change in cash from financing activities was primarily due to an increase in net proceeds received from preferred and common equity offerings of approximately $11.9 million and a decrease in cash paid for redemptions of certain preferred
51
Table of Contents
securities of approximately $6.5 million, partially offset by an increase in aggregate net debt repayments of approximately $7.2 million.
Debt Capital
MetLife Facility
As amended, our credit facility with MetLife currently consists of $75.0 million of revolving equity lines of credit and an aggregate of $175.0 million of term notes (the “MetLife Facility”). We currently have $9.9 million outstanding under the lines of credit and approximately $35.0 million outstanding on the term notes. While $205.1 million of the full commitment amount under the MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $67.8 million of availability under the MetLife Facility. The revolving equity lines of credit mature on December 15, 2033, and the draw period for both term notes expires on December 31, 2026, after which MetLife has no obligation to disburse any additional undrawn funds under the term notes.
Farmer Mac Facility
As amended, our agreement with Federal Agricultural Mortgage Corporation (“Farmer Mac”) currently provides for bond issuances up to an aggregate amount of $225.0 million (the “Farmer Mac Facility”) by December 31, 2026, after which Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility.
Farm Credit and Other Lenders
Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 6, “Borrowings,” within the accompanying notes to our consolidated financial statements). We also have borrowing relationships with several other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships. As such, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.
Equity Capital
Our 2023 Registration Statement (as defined in Note 10, “Equity—Registration Statement,” in the accompanying notes to our consolidated financial statements) 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 or concurrent offerings of two or more of such securities. To date, we have issued approximately $4.4 million of Series E Preferred Stock (the offering of which expired on December 31, 2025) and $57.2 million of common stock under the 2023 Registration Statement.
In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of December 31, 2025, we did not have any off-balance sheet arrangements.
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our Board of Directors, as appropriate, in assessing overall
52
Table of Contents
performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO.
Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
•Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis.
•Other adjustments. We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
•Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and certain non-cash lease incentives and accretion related to below-market lease values, certain other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.
•Amortization of debt issuance costs. The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.
•Other adjustments. We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly. We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
FFO, CFFO, and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.
53
Table of Contents
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and, if and when outstanding, OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period. We believe that diluted earnings per share is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share. Because many REITs provide Diluted FFO, CFFO, and AFFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the years ended December 31, 2025, 2024, and 2023 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
| For the Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| Net income | $ | 13,529 | $ | 13,290 | $ | 14,565 | ||||
| Less: Aggregate dividends declared on and gains on or charges related to extinguishment of cumulative redeemable preferred stock, net(1) | (24,013) | (23,745) | (24,417) | |||||||
| Net loss attributable to common stockholders | (10,484) | (10,455) | (9,852) | |||||||
| Plus: Real estate and intangible depreciation and amortization | 34,549 | 35,055 | 37,161 | |||||||
| Less: Gains on dispositions of real estate assets, net | (13,882) | (5,886) | (5,208) | |||||||
| Plus: Impairment charges | 3,921 | 2,106 | — | |||||||
| Adjustments for unconsolidated entities(2) | 47 | 67 | 92 | |||||||
| FFO available to common stockholders | 14,151 | 20,887 | 22,193 | |||||||
| Plus: Acquisition- and disposition-related expenses, net | 12 | 5 | 149 | |||||||
| Plus: Other nonrecurring charges, net(3) | 531 | 349 | 1,418 | |||||||
| CFFO available to common stockholders | 14,694 | 21,241 | 23,760 | |||||||
| Net rent adjustments | (1,535) | (3,356) | (4,519) | |||||||
| Plus: Amortization of debt issuance costs | 1,247 | 990 | 1,065 | |||||||
| (Less) plus: Other non-cash (receipts) charges, net(4) | (44) | (2,154) | 17 | |||||||
| AFFO available to common stockholders | $ | 14,362 | $ | 16,721 | $ | 20,323 | ||||
| Weighted-average shares of common shares outstanding—basic and diluted | 36,506,720 | 35,909,956 | 35,733,742 | |||||||
| FFO per weighted-average common share—basic and diluted | $ | 0.39 | $ | 0.58 | $ | 0.62 | ||||
| CFFO per weighted-average common share—basic and diluted | $ | 0.40 | $ | 0.59 | $ | 0.66 | ||||
| AFFO per weighted-average common share—basic and diluted | $ | 0.39 | $ | 0.47 | $ | 0.57 | ||||
| Distributions declared per total common share | $ | 0.56 | $ | 0.56 | $ | 0.55 |
(1)Includes (i) cash dividends paid on our cumulative redeemable preferred stock and (ii) the net gain (loss) recognized as a result of shares of cumulative redeemable preferred stock that were redeemed during the respective periods.
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.
(3)Consists primarily of (i) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of the damage to improvements on certain of our farms caused by certain non-recurring events, (ii) the write-off of certain unallocated costs related to the Series E Offering, which expired on December 31, 2025, and a prior universal shelf registration statement, (iii) one-time legal costs incurred related to certain corporate organizational matters, and (iv) for 2023 only, costs related to the amendment, termination, and listing of shares from the Series C Offering that were expensed.
(4)Consists primarily of (i) the net (gain) loss recognized as a result of shares of cumulative redeemable preferred stock that were redeemed, which were non-cash (gains) charges, (ii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities, (iii) plus (less) net non-cash expense (income) recorded as a result of additional water assets used (received) in certain transactions, and (iv) for 2023 only, the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP).
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001495240-25-000005.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-K.
OVERVIEW
General
We are an externally-managed, agricultural REIT that is engaged in the business of owning and leasing farmland. We are not generally a grower of crops, nor do we typically farm the properties we own, though we may, on a temporary basis, do so in the future on select properties in certain situations. If we choose to operate any farms we own, we anticipate doing so via a management agreement with a third-party operator and/or through a TRS. We currently own 150 farms comprised of 103,001 acres across 15 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by the Operating Partnership. Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the OP Units. In addition, we have elected for Land Advisers, a wholly-owned subsidiary of ours, to be treated as a TRS.
Our Adviser manages our real estate portfolio pursuant to an advisory agreement, and our Administrator provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.
As of February 19, 2025:
•we owned 150 farms comprised of 103,001 total acres across 15 states in the U.S.;
•our occupancy rate (based on farmable acreage and including direct-operated farms) was 95.9%, and our farms were leased to 87 different, unrelated third-party tenants growing over 60 different types of crops;
•the weighted-average remaining lease term across our agricultural real estate holdings was 5.2 years; and
•the weighted-average term to maturity of our notes and bonds payable was 7.6 years, and over 99.9% of our borrowings bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 3.6 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.35% over that term.
Business Environment
Impact of Inflation and Interest Rates
According to the U.S. Bureau of Labor Statistics, the consumer price index (“CPI”) grew at an annual rate of 2.9% through December 31, 2024, as overall inflation continued to decline from its peak in the summer of 2022, when it reached the highest level in over 40 years. Food price increases have also slowed but have generally kept pace with inflation until recently, as the overall food segment rose at an annual rate of 2.5% through December 31, 2024. However, despite the recent slowdown, prices remain elevated, with overall food prices increasing by 16.2% over the past three years, outpacing overall CPI of 13.2% over the same period. While farm operators have faced rising input costs, we believe these increases will be somewhat offset if food prices continue to match or exceed the inflation rate.
38
Table of Content
After keeping rates steady since July 2023, the Federal Reserve began cutting interest rates for the first time in four years in September 2024, lowering its benchmark funds rate by 100 basis points in the fourth quarter of 2024. However, U.S. Treasury yields surged following the September 2024 meeting, driven by stronger-than-expected macroeconomic data, persistent inflation, and a reduction in projected interest rate cuts for 2025 by 50%. While there is general optimism about the economy’s trajectory, geopolitical concerns, such as tariffs and the potential for a trade war with key U.S. trading partners, add uncertainty. As a result, the benchmark 10-year U.S. Treasury yield has remained volatile, most recently settling around 4.5%. This has kept interest rates elevated, limiting our ability to finance new acquisitions under favorable terms.
Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.35% for another 3.6 years. As such, with respect to our current borrowings, we have experienced minimal impact from the recent increases in interest rates, and we believe we are well-protected against the potential of continued high interest rates or any further interest rate increases.
California Water Outlook
The 2024-2025 water year has been following a typical “La Niña” weather pattern, bringing wetter conditions to Northern California and drier conditions in the southern part of the state. Northern California has seen heavy rain and snow from multiple atmospheric storms, while much of Southern California is either already in or trending toward drought conditions. However, after consecutive above-average or wet years, and due to heavy precipitation experienced in the north, reservoir levels across the state remain above historical averages. As a result, we currently expect adequate surface water supplies for our farms, pending final water allocation announcements. Wet conditions often create situations where water purveyors and users have surplus water supplies that can be acquired at lower prices; thus we continue to look for opportunities to purchase water at attractive rates to supplement our long-term water supply.
With the ongoing implementation of the Sustainable Groundwater Management Act (“SGMA”), farmland operators statewide continue to face groundwater restrictions. These limitations have led to the implementation of supplemental water projects that enable farmland owners and operators to capture or import surplus surface water. We continue to actively evaluate new projects and programs for 2025 that we believe will help mitigate the negative impacts of SGMA-driven pumping curtailments, including initiatives that support floodwater capture and storage, fallowing programs, and infrastructure development to enhance water management.
Factors Impacting Agricultural Land Values in our Regions of Focus
Western U.S.
Land values in the western U.S. continue to face significant pressure from the ongoing high interest rate environment and lower crop prices, particularly in almonds, wine grapes, and apples. Both the almond and wine grape industries have experienced large amounts of acres being removed, and the increased cost of capital is preventing much of that acreage from being replanted at this time. Among other factors, this has contributed to a rise in almond prices, though they remain below the peak levels experienced a few years ago. Pistachios continue to fare much better and are experiencing stronger profitability, despite an increase in bearing acreage of pistachios. Meanwhile, with water being more plentiful in recent years, row crop acreage had expanded, putting downward price pressure on many row crops. As such, we anticipate a reduction in the amount of acreage dedicated to row crops in 2025.
Large tracts of land are becoming available in California’s Central Valley; however, while smaller parcels are selling rather quickly, larger holdings are sitting on the market longer. The implementation of groundwater plans to comply with SGMA continues to significantly impact land values. Properties with limited water access are seeing prices drop to levels not seen in decades, whereas land with reliable water resources continues to command high prices, a trend expected to continue for the next several years. In Coastal California, land remains in short supply, keeping values stable. Meanwhile, land values in the Pacific Northwest have remained relatively stable despite challenges in the wine grape and apple industries.
Southeastern U.S.
Values of farmland in the Southeast, particularly those growing fruits and vegetables, continue to rise at a steady pace, driven in part by sustained population growth and migration to the region. Our land holdings in Florida have benefited significantly from increased residential development, solar projects, and interest from large-scale farmland investors, all contributing to upward pressure on farmland values. Overall, farmland rents have remained stable, with slight variations depending on crop type.
Despite challenges from hurricanes and rising labor costs, the strawberry industry remains strong, supported by steadily growing retail demand, which has led to increasing rental rates on our farms. Similarly, vegetable ground has continued to appreciate in value, despite some downward pressure on crop prices due to imports. Meanwhile, the Florida citrus industry continues to struggle with persistent challenges, including citrus greening disease, severe weather, and economic pressures. In response, farmers are increasingly adopting alternative methods, such as growing citrus under protective screens, to mitigate the
39
Table of Content
effects of disease. Local officials and industry leaders are also pursuing funding for further research to fight the disease, but, as of yet, no long-term solution has proven to be effective.
Portfolio Diversification
Our farmland portfolio currently consists of 150 farms leased to 87 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The following table summarizes the geographic locations (by state) of our farms owned as of and during the years ended December 31, 2024, 2023, and 2022 (dollars in thousands):
| As of and For the Year Ended December 31, 2024 | As of and For the Year Ended December 31, 2023 | As of and For the Year Ended December 31, 2022 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| State | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | |||||||||
| California(1) | 63 | 34,845 | 31.3% | $ | 58,055 | 68.5% | 63 | 34,844 | 30.1% | $ | 59,143 | 65.5% | 63 | 34,844 | 30.1% | $ | 61,118 | 68.5% | ||||||
| Florida(2) | 25 | 18,720 | 16.8% | 12,055 | 14.2% | 26 | 22,468 | 19.4% | 15,076 | 16.7% | 26 | 22,606 | 19.5% | 14,537 | 16.3% | |||||||||
| Washington | 6 | 2,520 | 2.3% | 4,291 | 5.1% | 6 | 2,520 | 2.2% | 4,651 | 5.1% | 6 | 2,529 | 2.2% | 3,401 | 3.8% | |||||||||
| Colorado | 12 | 32,773 | 29.5% | 2,645 | 3.1% | 12 | 32,773 | 28.3% | 2,564 | 2.8% | 12 | 32,773 | 28.3% | 2,153 | 2.4% | |||||||||
| Arizona | 6 | 6,320 | 5.7% | 2,275 | 2.7% | 6 | 6,320 | 5.5% | 2,263 | 2.5% | 6 | 6,320 | 5.5% | 2,100 | 2.4% | |||||||||
| Oregon | 6 | 898 | 0.8% | 1,965 | 2.3% | 6 | 898 | 0.8% | 2,181 | 2.4% | 6 | 898 | 0.8% | 1,710 | 1.9% | |||||||||
| Michigan | 12 | 1,245 | 1.1% | 1,021 | 1.2% | 23 | 1,892 | 1.6% | 966 | 1.1% | 23 | 1,892 | 1.6% | 786 | 0.9% | |||||||||
| Nebraska(2) | 9 | 7,782 | 7.0% | 892 | 1.1% | 9 | 7,782 | 6.7% | 1,778 | 2.0% | 9 | 7,782 | 6.7% | 1,712 | 1.9% | |||||||||
| Texas | 1 | 3,667 | 3.3% | 468 | 0.5% | 1 | 3,667 | 3.2% | 450 | 0.5% | 1 | 3,667 | 3.2% | 450 | 0.5% | |||||||||
| Maryland | 6 | 987 | 0.9% | 466 | 0.5% | 6 | 987 | 0.9% | 461 | 0.5% | 6 | 987 | 0.8% | 453 | 0.5% | |||||||||
| South Carolina | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.5% | 244 | 0.3% | |||||||||
| Georgia | 2 | 230 | 0.2% | 224 | 0.3% | 2 | 230 | 0.2% | 224 | 0.3% | 2 | 230 | 0.2% | 224 | 0.3% | |||||||||
| New Jersey | 3 | 116 | 0.1% | 134 | 0.2% | 3 | 116 | 0.1% | 129 | 0.1% | 3 | 116 | 0.1% | 129 | 0.2% | |||||||||
| Delaware | 1 | 180 | 0.2% | 76 | 0.1% | 1 | 180 | 0.2% | 75 | 0.1% | 1 | 180 | 0.2% | 74 | —% | |||||||||
| North Carolina | 2 | 310 | 0.3% | (48) | (0.1)% | 2 | 310 | 0.3% | 114 | 0.1% | 2 | 310 | 0.3% | 145 | 0.1% | |||||||||
| TOTALS | 157 | 111,190 | 100.0% | $ | 84,763 | 100.0% | 169 | 115,584 | 100.0% | $ | 90,319 | 100.0% | 169 | 115,731 | 100.0% | $ | 89,236 | 100.0% |
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
(2)Includes farms that were sold subsequent to December 31, 2024. See below, under “—Recent Developments—Portfolio Activity—Existing Properties—Property Sales,” for information on these sales.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to directly pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 95 of our farms are leased on a pure, triple-net basis, 46 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs), 1 farm is direct-operated, and 5 farms are vacant. Additionally, 27 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms (though such leases often include a guarantee of a minimum amount of rental income).
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2024 (dollars in thousands):
40
Table of Content
| Year | Number ofExpiringLeases(1) | Expiring / Expired Leased Acreage | % of Total Acreage | Lease Revenue for the Year Ended December 31, 2024 | % of Total Lease Revenue | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 14 | 16,961 | 15.2% | $ | 14,750 | 17.4% | ||||||
| 2026 | 7 | 10,196 | 9.2% | 4,617 | 5.4% | |||||||
| 2027 | 9 | 8,497 | 7.6% | 11,488 | 13.5% | |||||||
| 2028 | 13 | 4,868 | 4.4% | 4,796 | 5.7% | |||||||
| 2029 | 7 | 1,973 | 1.8% | 3,036 | 3.6% | |||||||
| Thereafter | 42 | 56,101 | 50.5% | 40,851 | 48.2% | |||||||
| Other(2) | 11 | 31 | —% | 498 | 0.6% | |||||||
| Terminated/expired leases and sold properties(3) | 0 | 12,563 | 11.3% | 4,727 | 5.6% | |||||||
| Totals | 103 | 111,190 | 100.0% | $ | 84,763 | 100.0% |
(1)Certain lease agreements encompass multiple farms.
(2)Primarily consists of ancillary leases (e.g., renewable energy leases; oil, gas, and mineral leases; telecommunications leases; etc.) with varying expirations on certain of our farms.
(3)Includes lease revenues of approximately $3.1 million from 9 farms on which the respective leases expired and which are currently either direct-operated or vacant; $0 from 12 farms sold during the year ended December 31, 2024; and approximately $1.6 million from 7 farms sold subsequent to December 31, 2024.
We currently have three agricultural leases scheduled to expire within the next six months that, in the aggregate, made up approximately 1.5% of the total lease revenues we recorded during the year ended December 31, 2024 . We are currently exploring a variety of options with certain of these properties, including negotiating lease terms with existing and prospective new tenants (potentially through an adjusted lease structure whereby we would decrease the fixed base rent amounts in exchange for increasing the participation rent component), discussing sale options with prospective buyers, and considering operating the properties ourselves via third-party management agreements. Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Recent Developments
Portfolio Activity—Existing Properties
Property Sales
In January 2024, we completed the sale of a 3,748-acre farm in Florida for approximately $65.7 million. Including closing costs, we recognized a net gain on the sale of approximately $10.4 million.
In December 2024, we completed the sale of 11 farms (consisting of 647 gross acres of farmland) in Michigan for approximately $5.0 million. During the three months ended September 30, 2024, we recognized an impairment charge of approximately $2.1 million related to these farms and, upon completing the sale of these farms in December 2024, recognized an additional aggregate net loss (inclusive of closing costs) of approximately $432,000.
In January 2025, we completed the sale of a 5,630-acre farm in Florida for approximately $52.5 million. Including closing costs, we recognized a net gain on the sale of approximately $14.2 million.
In February 2025, we completed the sale of two farms in Nebraska totaling 2,559 gross acres for an aggregate sales price of $12.0 million. Including closing costs, we recognized an aggregate net gain on these sales of approximately $1.6 million.
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2024, through the date of this filing (dollars in thousands, except for footnotes):
| PRIOR LEASES | NEW LEASES(1) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farm Locations | Number of Leases | Total Farm Acres | TotalAnnualizedStraight-lineRent(2) | # of Leases with Participation Rents | LeaseStructures(# of NNN/ NN / N)(3) | TotalAnnualizedStraight-lineRent(2) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | LeaseStructures(# of NNN/ NN / N)(3) | ||||||
| CA, CO, DE, FL, MD, MI, OR, TX, & WA | 24 | 13,256 | $ | 12,424 | 2 | 15 / 4 / 0 | $ | 12,291 | 5.3 | 3 | 16 / 8 / 0 |
(1)In connection with certain of these leases, we committed to provide cash allowances or capital for certain operations and improvements on these farms, which are excluded from the figures above. See Note 3, “Real Estate and Intangible Assets—Intangible Assets and Liabilities,” and Note 7,
41
Table of Content
“Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.
(2)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. In executing certain lease renewals, particularly those on certain western permanent crop farms, we reduced or eliminated the base rent component or, in certain cases, provided the tenants with a cash lease incentive, in exchange for significantly increasing the participation rent component, the results of which will not be known until the second half of 2025 or later.
(3)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.” Certain leases executed during 2024 were on acreage that was previously vacant.
Vacant, Direct-operated, and Non-accrual Properties
During various portions of the year ended December 31, 2024, we had 26 farms that were either vacant, direct-operated through third-party management agreements, or on which lease revenues were recognized on a cash basis (due to credit issues with certain tenants leading us to determine that full collectability of the remaining rental payments under the respective leases was not probable). For the year ended December 31, 2024, we recorded lease revenue from these farms of approximately $3.4 million (including approximately $109,000 of participation rents), as compared to approximately $4.9 million (including approximately $694,000 of participation rents) during the prior year.
During and since the year ended December 31, 2024, we have entered into new lease agreements on certain of these farms and sold others. As such, currently, five farms remain vacant, one farm is direct-operated, and six farms (leased to three different tenants) are on non-accrual status. For the vacant and direct-operated farms, we are exploring both leasing and sale options and are in discussions with both potential tenants and buyers; however, there can be no guarantee that we will be able to secure agreements at favorable terms, or at all.
Regarding the farms currently on non-accrual status, we continue to work with each of the tenants to resolve the outstanding rent amounts and will seek to reach agreements on the remaining payments where possible. Such agreement, if one can be reached, may include placing the tenant on a payment plan, deferring a portion of the rent owed to us, or agreeing to terminate the lease. In the event of a termination, we estimate that we would be able to find a new tenant to lease these properties at market rental rates within 1 to 12 months.
Water Asset Acquisitions
During the year ended December 31, 2024, through multiple transactions in four different water districts in California, we secured 8,987 net acre-feet of water assets for a total cash cost of approximately $2.1 million, or approximately $236 per net acre-foot, and recognized approximately $453,000 of non-cash revenue as a result of being granted certain water credits in exchange for transferring and storing surplus water on behalf of a local water district. See Note 3, “Real Estate and Intangible Assets—Investments in Water Assets,” within the accompanying notes to our consolidated financial statements for further detail on these water transactions.
In addition, during the three months ended September 30, 2024, we purchased a total of 2,260 gross acre-feet of water from Byron-Bethany Irrigation District (“BBID”), a multi-county water district located in Contra Costa County, California, for the 2024 water year for a total purchase price (excluding commissions and other closing costs) of approximately $883,000, or approximately $391 per gross acre-foot. This water was purchased pursuant to a water transfer agreement we entered into with BBID in October 2023, whereby we may elect to purchase up to 15,000 acre-feet of water per water year during years in which BBID has a surplus supply of water through February 28, 2031. Thus far, we have recognized 1,600 acre-feet of water in our account with the local water district; the remaining water is expected to be recognized in our account within the next six months, net of standard losses, as may be applicable.
We currently own a total of 55,387 acre-feet of long-term water assets, and our investments in these long-term water assets have an aggregate carrying value of approximately $36.9 million.
Natural Disasters
In February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas. Certain of our farms suffered minor damage as a result of the storms, but no farms were materially impacted.
In September and October 2024, Hurricanes Helene and Milton caused widespread destruction across many states in the Southeastern U.S., including areas where several of our farms are located. As a result of Hurricane Helene in September 2024, one of our farms in Georgia suffered damage to certain permanent plantings on the farm, and we estimated the carrying value of such plantings to be approximately $275,000. As such, during the year ended December 31, 2024, we wrote down the carrying value of these plantings and also recorded a corresponding property and casualty loss, included within Property and casualty loss, net on our Consolidated Statements of Operations and Comprehensive Income. Certain of our other farms in the region suffered minor damage as a result of Hurricanes Helene and Milton, but no other farms were materially impacted.
42
Table of Content
In January 2025, a series of wildfires caused widespread destruction in certain areas of southern California. The fires were exacerbated by drought conditions and strong Santa Ana winds, among other factors. None of our farms were impacted by these wildfires.
Financing Activity
Debt Activity
Loan Repayments
From January 1, 2024, through the date of this filing, we repaid approximately $53.0 million of loans, the majority of which were either maturing or scheduled for a price reset. On a weighted-average basis, these borrowings bore interest at a stated rate of 4.31% and an effective interest rate (after interest patronage, where applicable) of 3.69%.
Farm Credit Notes Payable—Interest Patronage
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 three months ended March 31, 2024, we recorded interest patronage of approximately $1.9 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2023, and during the three months ended September 30, 2023, we received approximately $111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage (which relates to interest accrued during 2023 but is typically paid during the first half of 2024) early. In total, 2023 interest patronage resulted in a 22.0% reduction (approximately 101 basis points) to the interest rates on such borrowings. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.
Equity Activity
Series E Preferred Stock
On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering of up to 8,000,000 shares of our Series E Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Series E Offering”). See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” in the accompanying notes to our consolidated financial statements for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.
The following table summarizes the sales of our Series E Preferred Stock that occurred from January 1, 2024, through the date of this filing (dollars in thousands):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 16,595 | $ | 24.98 | $ | 414 | $ | 373 |
(1)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $41,000.
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 offering 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 after the Series E Termination Date; however, there can be no assurance that a listing will be achieved in such timeframe, or at all.
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 Thalmann & 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”).
The following table summarizes the activity under the ATM Program from January 1, 2024, through the date of this filing (dollars in thousands):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 346,216 | $ | 13.52 | $ | 4,680 | $ | 4,633 |
43
Table of Content
(1)Net of underwriter commissions.
Repurchase Program
On May 17, 2024, our Board of Directors approved the Repurchase Program to repurchase up to $20.0 million of the Series B Preferred Stock and up to $35.0 million of the Series C Preferred Stock. 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 from January 1, 2024, through the date of this filing (dollars in thousands, except per-share amounts):
| Series B Preferred Stock: | ||||||
|---|---|---|---|---|---|---|
| Number of shares repurchased | 115,176 | |||||
| Gross repurchase price(1) | $ | 2,429 | ||||
| Weighted-average repurchase price per share | $ | 21.09 | ||||
| Gain on repurchase(2) | $ | 133 | ||||
| Series C Preferred Stock: | ||||||
| Number of shares repurchased | 201,646 | |||||
| Gross repurchase price(1) | $ | 4,201 | ||||
| Weighted-average repurchase price per share | $ | 20.83 | ||||
| Gain on repurchase(2) | $ | 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 Consolidated Statements of Operations and Comprehensive Income.
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The current Advisory Agreement and the current Administration Agreement were each approved unanimously by our board of directors, including, specifically, our independent directors.
A summary of certain compensation terms within the Advisory Agreement and a summary of the Administration Agreement is below.
Advisory Agreement
Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee and, each as applicable, 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. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement,” within the accompanying notes to our consolidated financial statements.
Base Management Fee
Pursuant to the Advisory Agreement, a base management fee is paid quarterly in arrears and is calculated at an annual rate of 0.60% (0.15% 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.
Incentive Fee
Pursuant to the Advisory Agreement, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity.
44
Table of Content
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 paid 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 our 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.
We pay our Adviser an incentive fee with respect to our Pre-Incentive Fee FFO quarterly, as follows:
•no Incentive Fee in any calendar quarter in which our Pre-Incentive Fee FFO does not exceed the hurdle rate of 1.75% (7.0% annualized);
•100% of the amount of our Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
•20% of the amount of our Pre-Incentive Fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Quarterly Incentive Fee Based on Pre-Incentive Fee FFO
Pre-Incentive Fee FFO
(expressed as a percentage of Total Adjusted Common Equity)
Percentage of Pre-Incentive Fee FFO allocated to Incentive Fee
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. 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.
Critical Accounting Policies
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies are provided in Note 2, “Summary of Significant Accounting Policies,” in the accompanying notes to our consolidated financial statements, located elsewhere in this Form 10-K, and a summary of our critical accounting policies is below. We consider these policies to be critical because they involve estimates and assumptions that require complex, subjective or significant judgments in their application and that materially affect our results of operations. There were no material changes in our critical accounting policies during the year ended December 31, 2024.
Purchase Price Allocation
When we acquire real estate, we allocate the purchase price to: (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above- and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values.
Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that is already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition. We generally consider both types of acquisitions to be asset acquisitions under ASC 360, “Property Plant and Equipment,” which requires us to capitalize the transaction costs incurred in connection with the acquisition. ASC 360 further requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and
45
Table of Content
liabilities assumed, and, if applicable, (ii) any identifiable intangible assets and liabilities, by valuing the property as if it was vacant, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate and Lease Intangibles,” in the accompanying notes to our consolidated financial statements.
Real Estate Impairment Evaluation
We account for the impairment of our real estate assets in accordance with ASC 360, which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist or if depreciation periods should be modified. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows using certain market-derived terms. Any material changes to the estimates and assumptions used in this analysis could have a significant impact on our results of operations, as the changes would impact our determination of whether impairment is deemed to have occurred and the amount of impairment loss that we would recognize.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate Impairment Evaluation,” in the accompanying notes to our consolidated financial statements.
Recently-Issued Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies—Recently-Issued Accounting Pronouncements,” in the accompanying notes to our consolidated financial statements for a description of recently-issued accounting pronouncements.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses with regard to the comparison between the years ended December 31, 2024 and 2023:
•Same-property basis represents farms owned as of December 31, 2022, which were not vacant at any point during either period presented and full collectability of future rental payments under the respective leases was deemed probable during the entirety of both periods;
•Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2022. From January 1, 2023, through December 31, 2024, we did not acquire any new farms and disposed of all or a portion of five properties (consisting of 15 farms); and
•Vacant, direct-operated, or non-accrual properties are:
◦Farms that were vacant (either wholly or partially) at any point during either period presented;
◦Farms that were direct-operated at any point during either period presented; and
◦Farms with leases where revenue was recognized on a cash basis during either period presented (rather than a straight-line basis) due to full collectability of future rental payments under the respective leases being deemed not to be probable as a result of tenant credit issues.
From January 1, 2023 through December 31, 2024, we had 16 farms which were either vacant, direct-operated, or placed on non-accrual during all or a portion of either period.
A comparison of results of components comprising our operating income for the years ended December 31, 2024 and 2023 is below (dollars in thousands):
46
Table of Content
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||
| Operating revenues: | |||||||||||||
| Lease revenue: | |||||||||||||
| Fixed lease payments | $ | 73,952 | $ | 83,695 | $ | (9,743) | (11.6)% | ||||||
| Variable lease payments – participation rents | 9,401 | 5,890 | 3,511 | 59.6% | |||||||||
| Variable lease payments – tenant reimbursements and other | 1,410 | 734 | 676 | 92.1% | |||||||||
| Total lease revenue | 84,763 | 90,319 | (5,556) | (6.2)% | |||||||||
| Other operating revenue | 453 | 79 | 374 | 473.4% | |||||||||
| Total operating revenues | 85,216 | 90,398 | (5,182) | (5.7)% | |||||||||
| Operating expenses: | |||||||||||||
| Depreciation and amortization | 35,055 | 37,161 | (2,106) | (5.7)% | |||||||||
| Property operating expenses | 5,334 | 4,201 | 1,133 | 27.0% | |||||||||
| Base management and incentive fees, net of incentive fee waiver | 8,370 | 10,374 | (2,004) | (19.3)% | |||||||||
| Administration fee | 2,452 | 2,255 | 197 | 8.7% | |||||||||
| General and administrative expenses | 2,625 | 2,924 | (299) | (10.2)% | |||||||||
| Impairment charge | 2,106 | — | 2,106 | NM | |||||||||
| Total operating expenses | 55,942 | 56,915 | (973) | (1.7)% | |||||||||
| Operating income | $ | 29,274 | $ | 33,483 | $ | (4,209) | (12.6)% |
NM = Not Meaningful
Operating Revenues
Lease Revenue
The following table provides a summary of our lease revenue during the years ended December 31, 2024 and 2023 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||
| Same-property basis: | |||||||||||||
| Fixed lease payments | $ | 69,715 | $ | 75,077 | $ | (5,362) | (7.1)% | ||||||
| Participation rents | 8,877 | 5,029 | 3,848 | 76.5% | |||||||||
| Total – Same-property basis | 78,592 | 80,106 | (1,514) | (1.9)% | |||||||||
| Properties acquired or disposed of: | |||||||||||||
| Fixed lease payments | 32 | 2,934 | (2,902) | (98.9)% | |||||||||
| Total – Properties acquired or disposed of | 32 | 2,934 | (2,902) | (98.9)% | |||||||||
| Vacant, direct-operated, or non-accrual properties: | |||||||||||||
| Fixed lease payments | 4,205 | 5,684 | (1,479) | (26.0)% | |||||||||
| Participation rents | 524 | 861 | (337) | (39.1)% | |||||||||
| Total – Vacant, direct-operated, or non-accrual properties | 4,729 | 6,545 | (1,816) | (27.7)% | |||||||||
| Tenant reimbursements and other(1) | 1,410 | 734 | 676 | 92.1% | |||||||||
| Total Lease revenue | $ | 84,763 | $ | 90,319 | $ | (5,556) | (6.2)% |
(1)Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Similar amounts were also recorded as property operating expenses during the respective periods.
Same-property Basis – 2024 compared to 2023
Lease revenue from fixed lease payments decreased primarily due to the execution of certain lease agreements in 2024, pursuant to which we agreed to reduce the fixed base rent amounts in exchange for increasing the participation rent components in the leases, the majority of which will be realized in the second half of 2025. This decrease was partially offset by additional rents earned on capital improvements completed on certain of our farms.
47
Table of Content
The increase in participation rents was mainly driven by higher production yields (i.e., pounds per acre) on certain almond and pistachio farms (partly due to the alternate-bearing nature of these tree crops), partially offset by lower prices for both crops during the 2023-2024 marketing period.
Other – 2024 compared to 2023
Lease revenue from properties acquired or disposed of decreased primarily due to the sale of a 3,748-acre farm in Florida in January 2024.
Fixed lease payments from vacant, direct-operated, or non-accrual properties decreased primarily due to revenue from certain of our leases being recognized on a cash basis during a portion of the year ended December 31, 2024 (rather than a straight-line basis), due to the full collectability of future rental payments under the respective leases being deemed not to be probable as a result of tenant credit issues. In addition, certain of our farms were direct-operated (on a temporary basis via management agreements with unrelated third-parties) or vacant for portions of each of the years ended December 31, 2024 and 2023. The decrease in lease revenue from vacant, direct-operated, or non-accrual properties was partially offset by the accelerated recognition of certain deferred rent asset balances attributable to the shortening of the expected lease terms associated with leases on three of our farms. No revenue has been recognized as a result of operations at farms that were direct-operated during any period presented.
The fluctuation in tenant reimbursement and other revenue is primarily driven by payments made by certain tenants on our behalf (pursuant to the lease agreements) to unconsolidated entities of ours that convey water to the respective properties. As such, the timing of tenant reimbursement revenue fluctuates as payments are made by our tenants. Amounts recorded during the current year include increased reimbursements from certain tenants for costs to delivery water to their farms via a pipeline owned by an unconsolidated entity of ours.
Other Operating Revenue
Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties. During the years ended December 31, 2024 and 2023, we recognized approximately $453,000 and $79,000, respectively, of non-cash revenue associated with the transfer and storing of surplus water on behalf of a government municipality using a groundwater recharge facility constructed on one of our farms. See Note 2, “Summary of Significant Accounting Policies—Other Operating Revenue,” and Note 3, “Real Estate and Intangible Assets—Investments in Water Assets,” within the accompanying notes to our consolidated financial statements for further discussion.
Operating Expenses
Depreciation and Amortization
Depreciation and amortization expense decreased primarily due to the disposition of certain assets, including the sale of a 3,748-acre farm in Florida in the first quarter of 2024 and certain other assets reaching the end of their useful lives. The decrease was partially offset by additional depreciation expense associated with new capital improvements made on certain of our farms.
Property Operating Expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties. The following table provides a summary of the property operating expenses recorded during the years ended December 31, 2024 and 2023 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||
| Same-property basis | $ | 2,715 | $ | 2,505 | $ | 210 | 8.4% | ||||||
| Properties acquired or disposed of | 425 | 501 | (76) | (15.2)% | |||||||||
| Vacant, direct-operated properties, or non-accrual, properties | 803 | 508 | 295 | 58.1% | |||||||||
| Tenant-reimbursed property operating expenses(1) | 1,391 | 687 | 704 | 102.5% | |||||||||
| Total Property operating expenses | $ | 5,334 | $ | 4,201 | $ | 1,133 | 27.0% |
(1)Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant. Similar amounts are also recorded as lease revenue when earned in accordance with the lease.
Same-property Basis – 2024 compared to 2023
Property operating expenses increased primarily due to additional property taxes paid by us on behalf of one of our tenants who terminated their lease during the year ended December 31, 2024. This increase was partially offset by a decrease in legal fees
48
Table of Content
and other costs incurred in connection with protecting water rights on certain farms in California, as well as a decrease in repairs and maintenance expense incurred during the prior year as a result of minor damage at certain farms caused by natural disasters.
Other – 2024 compared to 2023
Property operating expenses on properties acquired or disposed of decreased due to the sale of one farm in Florida and 11 farms in Michigan during the year ended December 31, 2024.
Property operating expenses attributable to vacant, direct-operated, or non-accrual properties increased primarily due to an increase in legal fees incurred in connection with rent collection, lease termination, or re-leasing efforts on such farms, as well as additional property taxes incurred on certain of those farms, for which the prior tenants were previously responsible.
The fluctuation in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases. Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities. Amounts recorded during the current year include additional costs to deliver water to certain of our farms via a pipeline owned by an unconsolidated entity of ours, which costs were reimbursed to us by our tenants.
Related-Party Fees
The following table provides the calculations of the base management and incentive fees due to our Advisor pursuant to the Advisory Agreement for the years ended December 31, 2024 and 2023 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 6, “Related-Party Transactions,” within the accompanying notes to our consolidated financial statements):
49
Table of Content
| Quarters Ended | Year to Date | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31 | June 30 | September 30 | December 31 | |||||||||||||||
| FY 2024 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,437,812 | $ | 1,384,228 | $ | 1,380,264 | $1,378,060 | |||||||||||
| Quarterly rate | 0.150 | % | 0.150 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 2,157 | $ | 2,076 | $ | 2,070 | $ | 2,067 | $ | 8,370 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 344,128 | $ | 346,578 | $ | 334,913 | $ | 324,105 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 6,022 | $ | 6,065 | $ | 5,861 | $ | 5,672 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 7,528 | $ | 7,581 | $ | 7,326 | $ | 7,090 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 5,988 | $ | 4,974 | $ | 5,970 | $ | 3,955 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | — | $ | — | $ | 109 | $ | — | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | — | — | — | ||||||||||||||
| Total Incentive fee(3) | $ | — | $ | — | $ | 109 | $ | — | $ | 109 | ||||||||
| Incentive fee waiver(3) | — | — | (109) | — | (109) | |||||||||||||
| Incentive fee, net | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
| Total fees due to Adviser, net | $ | 2,157 | $ | 2,076 | $ | 2,070 | $ | 2,067 | $ | 8,370 | ||||||||
| FY 2023 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,432,394 | $ | 1,431,761 | $ | 1,433,713 | $ | 1,437,268 | ||||||||||
| Quarterly rate | 0.150 | % | 0.150 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 2,149 | $ | 2,148 | $ | 2,150 | $ | 2,156 | $ | 8,603 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 358,689 | $ | 362,411 | $ | 360,339 | $ | 353,412 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 6,277 | $ | 6,342 | $ | 6,306 | $ | 6,185 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 7,846 | $ | 7,928 | $ | 7,882 | $ | 7,731 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 5,303 | $ | 4,400 | $ | 7,095 | $ | 7,167 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | — | $ | — | $ | 789 | $ | 982 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | — | — | — | ||||||||||||||
| Total Incentive fee(3) | $ | — | $ | — | $ | 789 | $ | 982 | $ | 1,771 | ||||||||
| Total fees due to Adviser, net | $ | 2,149 | $ | 2,148 | $ | 2,939 | $ | 3,138 | $ | 10,374 |
50
Table of Content
(1)As defined in the Advisory Agreement.
(2)As of the end of the respective prior quarters.
(3)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
The base management fee decreased due to the disposition of certain assets since December 31, 2022, largely driven by the sale of a 3,748-acre farm in Florida in the first quarter of 2024.
Our Adviser earned incentive fees during each of the years ended December 31, 2024 and 2023 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreement) exceeding the required hurdle rate of the applicable equity base during the third quarter of 2024 and during each of the third and fourth quarters of 2023. However, during the third quarter of 2024, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver to be applied against the entire incentive fee earned during the quarter.
The administration fee paid to our Administrator increased primarily due to us using a higher overall share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses. General and administrative expenses decreased during the current year, primarily due to a decrease in professional fees and acquisition-related costs for investments no longer being pursued, as well as additional expenses incurred in the prior year related to amending our MetLife facility and listing the Series C Preferred Stock on Nasdaq.
During the three months ended September 30, 2024, we recognized an aggregate impairment charge of approximately $2.1 million on portions of four properties (encompassing a total of 11 farms) located in Michigan due to the estimated fair values being lower than the respective carrying values.
A comparison of results of other components contributing to net loss attributable to common stockholders for the years ended December 31, 2024 and 2023 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||
| Operating income | $ | 29,274 | $ | 33,483 | $ | (4,209) | (12.6)% | ||||||
| Other income (expense): | |||||||||||||
| Other income | 3,378 | 3,633 | (255) | (7.0)% | |||||||||
| Interest expense | (21,885) | (23,665) | 1,780 | (7.5)% | |||||||||
| Dividends declared on cumulative term preferred stock | (3,019) | (3,019) | — | —% | |||||||||
| Gain on dispositions of real estate assets, net | 5,886 | 5,208 | 678 | 13.0% | |||||||||
| Property and casualty loss, net | (284) | (1,016) | 732 | (72.0)% | |||||||||
| Loss from investments in unconsolidated entities | (60) | (59) | (1) | 1.7% | |||||||||
| Total other expense, net | (15,984) | (18,918) | 2,934 | (15.5)% | |||||||||
| Net income | 13,290 | 14,565 | (1,275) | (8.8)% | |||||||||
| Net income attributable to non-controlling interests | — | — | — | NM | |||||||||
| Net income attributable to the Company | 13,290 | 14,565 | (1,275) | (8.8)% | |||||||||
| Aggregate dividends declared on and gain (loss) recognized on extinguishment of cumulative redeemable preferred stock, net | (23,745) | (24,417) | 672 | (2.8)% | |||||||||
| Net loss attributable to common stockholders | $ | (10,455) | $ | (9,852) | $ | (603) | 6.1% |
NM = Not Meaningful
Other Income (Expense)
Other income generally consists of interest patronage received from Farm Credit (as defined in Note 4, “Borrowings,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments. Other income decreased primarily due to less interest patronage received from Farm Credit (primarily due to decreased borrowings from Farm Credit), partially offset by an increase in additional interest earned on short-term investments due to higher interest rates.
During the three months ended March 31, 2024 we recorded approximately $1.9 million of interest patronage from Farm Credit related to interest accrued during 2023, as compared to approximately $2.3 million of interest patronage recorded during the prior-year period that related to interest accrued during 2022. In addition, during the three months ended September 30, 2023,
51
Table of Content
we received approximately $111,000 of interest patronage related to interest accrued during 2023, as certain Farm Credit associations paid a portion of 2023 interest patronage (which would typically be paid during the first half of 2024) early. In total, 2023 interest patronage resulted in a 22.0% reduction (approximately 101 basis points) to the interest rate of such borrowings.
Interest expense decreased, primarily due to a decrease in overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the year ended December 31, 2024, was approximately $545.4 million, as compared to approximately $595.8 million for the prior year. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted average interest rate charged on our aggregate borrowings was 3.82% and 3.79% for the years ended December 31, 2024 and 2023, respectively.
During the year ended December 31, 2024, we recorded a net capital gain, driven by the sale of a 3,748-acre farm in Florida for approximately $65.7 million, which, after accounting for closing costs, resulted in a net gain of approximately $10.4 million. During the year ended December 31, 2023, we recorded a net capital gain, driven by the sale of a 138-acre parcel of unfarmed land in Florida for $9.6 million, which, after accounting for closing costs, resulted in a net gain of approximately $6.4 million. Each of these gains were partially offset by net losses recorded during each year related to the removal of some permanent plantings and the disposal of certain irrigation and other improvements on certain of our farms.
The net property and casualty losses related to net expenses incurred and insurance recoveries received for certain improvements that were damaged due to natural disasters. The property and casualty loss recorded during year ended December 31, 2024, was primarily due to damage caused by Hurricane Helene to certain permanent plants on one of our farms in Georgia. The property and casualty loss recorded during the year ended December 31, 2024, was the result of the heavy rainfall that occurred in California in early 2023 and the resulting flooding, which damaged certain structures located on one of our farms in the Central Valley.
The aggregate dividends paid on our cumulative redeemable preferred stock decreased due to shares of the Series B Preferred Stock and Series C Preferred Stock that were repurchased during the year ended December 31, 2024.
Comparison of Results of Operations for the Years Ended December 31, 2023 and 2022
A comparison of our operating results for the years ended December 31, 2023 and 2022 was included in our Annual Report on Form 10-K for the year ended December 31, 2023, beginning on page 44 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the Securities and Exchange Commission, or SEC, on February 20, 2024.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under our credit facility with Metropolitan Life Insurance Company (“MetLife”)), and issuances of additional equity securities. Our current available liquidity is approximately $193.3 million, consisting of approximately $47.6 million in cash on hand and, based on the current level of collateral pledged, approximately $145.7 million of availability under our credit facility with MetLife (subject to compliance with covenants) and other undrawn lines of credits, notes, or bonds. In addition, we currently have certain properties valued at a total of approximately $147.8 million that are unencumbered and eligible to be pledged as collateral.
Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.35% for another 3.6 years. In addition, the weighted-average remaining term of our notes and bonds payable is approximately 7.6 years. As such, with respect to our current borrowings, we have experienced minimal impact from increased interest rates in recent years, and we believe we are well-protected against a prolonged high rate environment. We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near- and long-term debt obligations and operating expenses.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our currently-designated preferred securities; making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available or as desired, funding capital improvements and, in certain situations, growing costs on existing
52
Table of Content
farms, repurchases of preferred shares of preferred stock under our Repurchase Program, and new farmland and farm-related acquisitions consistent with our investment strategy.
In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt, fund our current operating costs, pay dividends on our currently-designated preferred securities, and fund our distributions to common stockholders (including non-controlling OP Unitholders). We expect to meet our long-term liquidity requirements through various sources of capital, including capacity under current lines of credits, long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, shares of our Series E Preferred Stock, OP Units through our Operating Partnership as consideration for future acquisitions, and shares of common stock through our ATM Program), and other secured and unsecured borrowings.
We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related assets as opportunities arise. We continue to actively seek and evaluate acquisitions of additional farms and farm-related assets that satisfy our investment criteria, and we have several properties that are in various stages of our due diligence process. However, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Operating Commitments and Obligations
See Note 7, “Commitments and Contingencies,” in the accompanying notes to our consolidated financial statements for additional discussion around certain operating and ground lease obligations.
Cash Flow Resources
The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2024 and 2023 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | $ Change | % Change | ||||||||||||
| Net change in cash from: | |||||||||||||||
| Operating activities | $ | 29,548 | $ | 40,081 | $ | (10,533) | (26.3)% | ||||||||
| Investing activities | 63,308 | (3,768) | 67,076 | 1,780.1% | |||||||||||
| Financing activities | (93,152) | (78,883) | (14,269) | 18.1% | |||||||||||
| Net change in Cash and cash equivalents | $ | (296) | $ | (42,570) | $ | 42,274 | 99.3% |
Operating Activities
The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses. Cash provided by operating activities decreased largely due to a decrease in fixed lease cash payments received, primarily due to the disposition of a large farm in Florida in January 2024, as well as reduced fixed lease payments largely attributable to the execution of certain lease agreements in 2024, pursuant to which we agreed to reduce the fixed base rent amounts or, in certain instances, provide certain cash allowances to tenants in exchange for increasing the participation rent components in the leases, the results of which will not be known until the second half of 2025 or later. This decrease was partially offset by an increase in cash payments received for participation rents and decreases in related-party fees and interest payments made.
Investing Activities
The change in cash from investing activities was primarily due to proceeds received from the sales of a 3,748-acre farm in Florida for approximately $65.7 million during the year ended December 31, 2024, which resulted in a net gain of approximately $10.4 million, and a decrease in the amount of cash paid for capital improvements on existing farms during the current year.
Financing Activities
The change in cash from financing activities was primarily due to a decrease in aggregate net proceeds received from preferred and common equity offerings of approximately $15.5 million and an increase in aggregate preferred stock repurchases of approximately $5.4 million, partially offset by a decrease in aggregate net borrowings of approximately $5.8 million.
53
Table of Content
Debt Capital
MetLife Facility
As amended, our credit facility with MetLife currently consists of $75.0 million of revolving equity lines of credit and an aggregate of $175.0 million of term notes (the “MetLife Facility”). We currently have $200,000 outstanding under the lines of credit and approximately $36.3 million outstanding on the term notes. While $213.5 million of the full commitment amount under the MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $110.0 million of availability under the MetLife Facility. The revolving equity lines of credit mature on December 15, 2033, and the draw period for both term notes expires on December 31, 2026, after which MetLife has no obligation to disburse any additional undrawn funds under the term notes.
Farmer Mac Facility
As amended, our agreement with Federal Agricultural Mortgage Corporation (“Farmer Mac”) currently provides for bond issuances up to an aggregate amount of $225.0 million (the “Farmer Mac Facility”) by December 31, 2026, after which Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility.
Farm Credit and Other Lenders
Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 4, “Borrowings,” within the accompanying notes to our consolidated financial statements). We also have borrowing relationships with several other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships. As such, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.
Equity Capital
The following table provides information on equity sales that have occurred since January 1, 2024 (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 E Preferred Stock | 16,595 | $ | 24.98 | $ | 414 | $ | 373 | ||||||
| Common Stock – ATM Program | 346,216 | 13.52 | 4,680 | 4,633 |
(1)Net of selling commissions and dealer-manager fees or underwriting discounts and commissions (in each case, as applicable).
Our 2023 Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to our consolidated financial statements) 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 of such securities. To date, we have issued approximately $4.4 million of Series E Preferred Stock, and $6.8 million of common stock under the 2023 Registration Statement.
In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of December 31, 2024, we did not have any off-balance sheet arrangements.
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational
54
Table of Content
performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our Board of Directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO.
Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
•Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis.
•Other adjustments. We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
•Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and certain non-cash lease incentives and accretion related to below-market lease values, certain other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned. During the three months ended December 31, 2023, we adjusted our definition of AFFO to exclude from this adjustment the removal of lease incentives that were a result of previous cash disbursements made by us to or on behalf of our tenants. The results of all periods presented, including those of the prior year, have been adjusted in the table below to conform with this new definition.
•Amortization of debt issuance costs. The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.
•Other adjustments. We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly. We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
55
Table of Content
FFO, CFFO, and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period. We believe that diluted earnings per share is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share. Because many REITs provide Diluted FFO, CFFO, and AFFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the years ended December 31, 2024, 2023, and 2022 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
| For the Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Net income | $ | 13,290 | $ | 14,565 | $ | 4,716 | ||||
| Less: Aggregate dividends declared on and gains on or charges related to extinguishment of cumulative redeemable preferred stock(1) | (23,745) | (24,417) | (19,718) | |||||||
| Net loss attributable to common stockholders and non-controlling OP Unitholders | (10,455) | (9,852) | (15,002) | |||||||
| Plus: Real estate and intangible depreciation and amortization | 35,055 | 37,161 | 35,366 | |||||||
| (Less) plus: (Gains) losses on dispositions of real estate assets, net | (5,886) | (5,208) | 3,760 | |||||||
| Plus: Impairment charges | 2,106 | — | — | |||||||
| Adjustments for unconsolidated entities(2) | 67 | 92 | 57 | |||||||
| FFO available to common stockholders and non-controlling OP Unitholders | 20,887 | 22,193 | 24,181 | |||||||
| Plus: Acquisition- and disposition-related expenses, net | 5 | 149 | 438 | |||||||
| Plus: Other nonrecurring charges, net(3) | 349 | 1,418 | 1,023 | |||||||
| CFFO available to common stockholders and non-controlling OP Unitholders | 21,241 | 23,760 | 25,642 | |||||||
| Net rent adjustments | (3,356) | (4,519) | (3,371) | |||||||
| Plus: Amortization of debt issuance costs | 990 | 1,065 | 1,085 | |||||||
| (Less) plus: Other non-cash (receipts) charges, net(4) | (2,154) | 17 | 907 | |||||||
| AFFO available to common stockholders and non-controlling OP Unitholders | $ | 16,721 | $ | 20,323 | $ | 24,263 | ||||
| Weighted-average shares of common stock outstanding | 35,909,956 | 35,733,742 | 34,563,460 | |||||||
| Weighted-average common non-controlling OP Units outstanding | — | — | 61,714 | |||||||
| Weighted-average shares of common shares outstanding, fully diluted | 35,909,956 | 35,733,742 | 34,625,174 | |||||||
| Diluted FFO per weighted-average common share | $ | 0.58 | $ | 0.62 | $ | 0.70 | ||||
| Diluted CFFO per weighted-average common share | $ | 0.59 | $ | 0.66 | $ | 0.74 | ||||
| Diluted AFFO per weighted-average common share | $ | 0.47 | $ | 0.57 | $ | 0.70 | ||||
| Distributions declared per total common share | $ | 0.56 | $ | 0.55 | $ | 0.55 |
(1)Includes (i) cash dividends paid on our cumulative redeemable preferred stock, (ii) the value of additional shares of Series C Preferred Stock issued pursuant to our dividend reinvestment plan (the “DRIP”), and (iii) the net gain (loss) recognized as a result of shares of cumulative redeemable preferred stock that were redeemed during the respective periods.
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.
(3)Consists primarily of (i) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of the damage caused to certain improvements by natural disasters on certain of our farms, (ii) costs related to the amendment, termination, and listing of shares from the Series C Offering that were expensed, (iii) the write-off of certain unallocated costs related to a prior universal shelf registration statement, and (iv) costs incurred to implement our share repurchase program.
56
Table of Content
(4)Consists of (i) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), (ii) the net (gain) loss recognized as a result of shares of cumulative redeemable preferred stock that were redeemed, which were non-cash (gains) charges, (iii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities, and (iv) less non-cash income recorded as a result of additional water assets received as consideration in certain transactions.
Net Asset Value
Real estate companies are required to record real estate using the historical cost basis of the real estate, adjusted for accumulated depreciation and amortization, and, as a result, the carrying value of the real estate does not typically change as the fair value of the assets change. Thus, one challenge is determining the fair value of the real estate in order to allow stockholders to see the value of the real estate increase or decrease over time, which we believe is useful to our investors.
Determination of Fair Value
Our Board of Directors reviews and approves the valuations of our properties pursuant to a valuation policy approved by the Board of Directors (the “Valuation Policy”). Such review and approval occurs in three phases: (i) prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials that are provided by professionals of the Adviser and Administrator, with oversight and direction from the chief valuation officer, who is also employed by the Administrator (collectively, the “Valuation Team”); (ii) the valuation committee of the Board of Directors (the “Valuation Committee”), which is comprised entirely of independent directors, meets to review the valuation recommendations and supporting materials; and (iii) after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee’s findings to the entire Board of Directors so that the full Board of Directors may review and approve the fair values of our properties in accordance with the Valuation Policy. Further, on a quarterly basis, the Board of Directors reviews the Valuation Policy to determine if changes to the policy are advisable and also reviews whether the Valuation Team has applied the Valuation Policy consistently.
Per the Valuation Policy, our valuations are generally derived based on the following:
•For properties acquired within 12 months prior to the date of valuation, the purchase price of the property will generally be used as the current fair value unless overriding factors apply. In situations where OP Units are issued as partial or whole consideration in connection with the acquisition of a property, the fair value of the property will generally be the lower of: (i) the agreed-upon purchase price between the seller and the buyer (as shown in the purchase and sale agreement or contribution agreement and using the agreed-upon pricing of the OP Units, if applicable), or (ii) the value as determined by an independent, third-party appraiser.
•For real estate we acquired more than one year prior to the date of valuation, we determine the fair value either by relying on estimates provided by independent, third-party appraisers or through an internal valuation process. In addition, if significant capital improvements take place on a property, we will typically have those properties reappraised upon completion of the project by an independent, third-party appraiser. In any case, we intend to have each property valued by an independent, third-party appraiser via a full appraisal at least once every three years, with interim values generally being determined by either: (i) a restricted appraisal (a “desk appraisal”) performed by an independent, third-party appraiser, or (ii) our internal valuation process.
Various methodologies were used, both by the appraisers and in our internal valuations, to determine the fair value of our real estate, including the sales comparison, income capitalization (or a discounted cash flow analysis), and cost approaches of valuation. In performing their analyses, the appraisers typically (i) conducted site visits to the properties (where full appraisals were performed), (ii) discussed each property with our Adviser and reviewed property-level information, including, but not limited to, property operating data, prior appraisals (as available), existing lease agreements, farm acreage, location, access to water and water rights, potential for future development, and other property-level information, and (iii) reviewed information from a variety of sources about regional market conditions applicable to each of our properties, including, but not limited to, recent sale prices of comparable farmland, market rents for similar farmland, estimated marketing and exposure time, market capitalization rates, and the current economic environment, among others. In performing our internal valuations, we will consider the most recent appraisal available and use similar methodologies in determining an updated fair value. We will also obtain updated market data related to the property, such as updated sales and market rent comparisons and market capitalization rates, and perform an updated assessment of the tenants’ credit risk profiles, among others. Sources of this data may come from market inputs from recent acquisitions of our own portfolio of real estate, recent appraisals of properties we own that are similar in nature and in the same region (as applicable) as the property being valued, market conditions and trends we observe in our due diligence process, and conversations with appraisers, brokers, and farmers.
A breakdown of the methodologies used to value our properties and the aggregate value as of December 31, 2024, determined by each method is shown in the table below (dollars in thousands, except in footnotes):
57
Table of Content
| Valuation Method | Number of Farms | Total Acres | Farm Acres | Acre-feet of Water | Net CostBasis(1) | Current Fair Value | % of Total Fair Value | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase Price | — | — | — | 7,078 | $ | 1,406 | $ | 1,406 | 0.1% | |||||||||
| Sales Price | 7 | 8,189 | 5,713 | — | 46,426 | 64,500 | 4.6% | |||||||||||
| Internal Valuation | 3 | 6,189 | 4,730 | — | 19,750 | 36,000 | 2.6% | |||||||||||
| Third-party Appraisal(2) | 147 | 96,812 | 81,487 | 48,309 | 1,192,009 | 1,303,444 | 92.7% | |||||||||||
| Total | 157 | 111,190 | 91,930 | 55,387 | $ | 1,259,591 | $ | 1,405,350 | 100.0% |
(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 paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization.
(2)Appraisals performed between December 2023 and December 2024.
Some of the significant assumptions used by appraisers and the Valuation Team in valuing our portfolio as of December 31, 2024, include land values per farmable acre, market rental rates per farmable acre and the resulting net operating income (“NOI”) at the property level, and capitalization rates, among others. These assumptions were applied on a farm-by-farm basis and were selected based on several factors, including comparable land sales, surveys of both existing and current market rates, discussions with other brokers and farmers, soil quality, size, location, and other factors deemed appropriate. A summary of these significant assumptions as of December 31, 2024, is provided in the following table:
| Appraisal Assumptions | Internal Valuation Assumptions | ||||||
|---|---|---|---|---|---|---|---|
| Range (Low - High) | Weighted Average | Range (Low - High) | Weighted Average | ||||
| Land Value (per farmable acre) | $708 – $128,519 | $34,923 | $5,918 – $5,918 | $5,918 | |||
| Market NOI (per farmable acre) | $188 – $3,979 | $1,968 | N/A | N/A | |||
| Market Capitalization Rate | 3.30% – 6.20% | 4.42% | N/A | N/A |
Note: Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made related to water, farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing).
Our Valuation Team reviews the appraisals, including the significant assumptions and inputs used in determining the appraised values, and considers any developments that may have occurred since the time the appraisals were performed. Developments considered that may have an impact on the fair value of our real estate include, but are not limited to, changes in tenant credit profiles, changes in lease terms (such as expirations and notices of non-renewals or to vacate), and potential asset sales (particularly those at prices different from the appraised values of our properties).
Management believes that the purchase prices of the farms acquired during the previous 12 months and the most recent appraisals available for the farms acquired prior to the previous 12 months fairly represent the current market values of the properties as of December 31, 2024, and, accordingly, did not make any adjustment to these values.
A quarterly rollforward of the change in our portfolio value for the three months ended December 31, 2024, from the prior value basis as of September 30, 2024, is provided in the table below (dollars in thousands):
| Total portfolio fair value as of September 30, 2024 | $ | 1,462,362 | |
|---|---|---|---|
| Plus: Water asset acquisitions during the three months ended December 31, 2024 | 118 | ||
| Less: Farm sales during the three months ended December 31, 2024 | (5,740) | ||
| Change in value of farms during the three months ended December 31, 2024: | |||
| Farms and water assets valued based on sales price | $ | 2,350 | |
| Farms and water assets valued via third-party appraisals | (53,740) | ||
| Net change in value of farms and water assets during the three months ended December 31, 2024 | (51,390) | ||
| Total portfolio fair value as of December 31, 2024 | $ | 1,405,350 |
Management also determined fair values of all of its long-term borrowings and preferred stock. Using a discounted cash flow analysis, management determined that the fair value of all long-term encumbrances on our properties as of December 31, 2024, was approximately $486.3 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of approximately $526.3 million. The fair values of our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock were determined using the closing stock prices as of December 31, 2024, of $20.90 per share, $20.70 per share, and $24.64 per share, respectively. Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of our Series E Preferred Stock to be $25.00 per share as of December 31, 2024 (see Exhibit 99.1 to this Form 10-K).
58
Table of Content
Calculation of Estimated Net Asset Value
Since our IPO in January 2013, we have endeavored to provide our stockholders with an estimate of the fair value of our real estate assets and provide an estimated net asset value (“NAV”) per share of common stock on a quarterly basis. In consultation with our Board and external advisers, we have determined that this December 31, 2024, disclosure will be our last voluntary publication of NAV per common share. We have reviewed and analyzed the costs and benefits of this publication and determined that it is no longer in the best interest of the Company or its shareholders to expend the time, costs, and resources necessary to voluntarily calculate and publish a quarterly NAV.
NAV is a non-GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective cost bases. Further, we calculate NAV per common share by dividing NAV by our total common shares outstanding (consisting of our common stock and OP Units held by non-controlling limited partners).
The fair values presented above and their usage in the calculation of net asset value per share presented below have been prepared by and are the responsibility of management. PricewaterhouseCoopers LLP has neither examined, compiled, nor performed any procedures with respect to the fair values or the calculation of net asset value per common share, which utilizes information that is not disclosed within the financial statements, and, accordingly, does not express an opinion or any other form of assurance with respect thereto.
As of December 31, 2024, we estimate the NAV per common share to be $14.91. A reconciliation of NAV to total equity, which we believe is the most directly-comparable GAAP measure, is provided below (dollars in thousands, except per-share data):
| Total equity per balance sheet | $ | 687,182 | ||
|---|---|---|---|---|
| Fair value adjustment for long-term assets: | ||||
| Less: net cost basis of real estate holdings and related assets(1) | $ | (1,259,591) | ||
| Plus: estimated fair value of real estate holdings and related assets(2) | 1,405,350 | |||
| Net fair value adjustment for real estate holdings and related assets | 145,759 | |||
| Fair value adjustment for long-term liabilities: | ||||
| Plus: book value of aggregate long-term indebtedness(3) | 586,684 | |||
| Less: fair value of aggregate long-term indebtedness(3)(4) | (545,820) | |||
| Net fair value adjustment for long-term indebtedness | 40,864 | |||
| Estimated NAV | $ | 873,805 | ||
| Less: aggregate fair value of cumulative redeemable preferred stock(5) | (334,451) | |||
| Estimated NAV available to common stockholders and non-controlling OP Unitholders | $ | 539,354 | ||
| Total common shares and non-controlling OP Units outstanding | 36,184,658 | |||
| Estimated NAV per common share and OP Unit | $ | 14.91 |
(1)Per Net Cost Basis as presented in the table above.
(2)Per Current Fair Value as presented in the table above.
(3)Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series D Term Preferred Stock.
(4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series D Term Preferred Stock was valued based on its closing stock price as of December 31, 2024.
(5)The Series B Preferred Stock and Series C Preferred Stock were valued based on their respective closing stock prices as of December 31, 2024, while the Series E Preferred Stock was valued at its liquidation value, as discussed above.
59
Table of Content
A quarterly rollforward in the estimated NAV per common share and OP Unit for the three months ended December 31, 2024, is provided below:
| Estimated NAV per common share and non-controlling OP Unit as of September 30, 2024 | $ | 15.57 | |
|---|---|---|---|
| Less net loss attributable to common stockholders and non-controlling OP Unitholders | (0.15) | ||
| Adjustments for net change in valuations: | |||
| Net change in unrealized fair value of farmland portfolio(1) | $ | (1.19) | |
| Net change in unrealized fair value of long-term indebtedness | 0.18 | ||
| Net change in unrealized fair value of preferred equity securities | 0.61 | ||
| Net change in valuations | (0.40) | ||
| Less distributions on common stock and non-controlling OP Units | (0.14) | ||
| Plus (less) net accretive (dilutive) effect of equity issuances and redemptions, net | 0.03 | ||
| Estimated NAV per common share and non-controlling OP Unit as of December 31, 2024 | $ | 14.91 |
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) a decrease of $1.49 per share due to the net depreciation in value of the farms that were valued during the three months ended December 31, 2024, (ii) an increase of $0.24 per share due to the decrease in net book value of our real estate holdings as a result of the aggregate depreciation and amortization expense recorded during the three months ended December 31, 2024, and (iii) an increase of $0.06 per share due to net asset dispositions or capital improvements made on certain farms that either did not impact or have not yet been considered in the determination of the respective farms’ estimated fair values.
Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs. In addition, the trading price of our common shares may differ significantly from our most recent estimated NAV per common share calculation. For example, while we estimated our NAV per common share to be $14.91 as of December 31, 2024, based on the calculation above, the closing price of our common stock on December 31, 2024, was $10.85 per share.
The determination of estimated NAV is subjective and involves a number of assumptions, judgments, and estimates, and minor adjustments to these assumptions, judgments, or estimates may have a material impact on our overall portfolio valuation. In addition, many of the assumptions used are sensitive to market conditions and can change frequently. Changes in the market environment and other events that may occur during our ownership of these properties may cause the values reported above to vary from the actual fair value that may be obtained in the open market. Further, while management believes the values presented reflect current market conditions, the ultimate amount realized on any asset will be based on the timing of such dispositions and the then-current market conditions. There can be no assurance that the ultimate realized value upon disposition of an asset will approximate the estimated fair value above.
FY 2023 10-K MD&A
SEC filing source: 0001495240-24-000004.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-K.
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged in the business of owning and leasing farmland. We are not a grower of crops, nor do we typically farm the properties we own. We currently own 168 farms comprised of 111,836 acres across 15 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the units of limited partnership interest in the
35
Table of Content
Operating Partnership (“OP Units”). In addition, we have elected for Gladstone Land Advisers, Inc. (“Land Advisers”), a wholly-owned subsidiary of ours, to be treated as a taxable REIT subsidiary (“TRS”).
Gladstone Management Corporation (our “Adviser”) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our “Administrator”), provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.
As of February 20, 2024:
•we owned 168 farms comprised of 111,836 total acres across 15 states in the U.S.;
•our occupancy rate (based on farmable acreage) was 98.9%, and our farms were leased to 93 different, unrelated third-party tenants growing over 60 different types of crops;
•the weighted-average remaining lease term across our agricultural real estate holdings was 5.9 years; and
•the weighted-average term to maturity of our notes and bonds payable was 8.8 years, and over 99.9% of our notes and bonds payable bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 4.2 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.34% over that term.
Business Environment
Impact of Inflation and Interest Rates
According to the U.S. Bureau of Labor Statistics, the consumer price index (“CPI”) grew at an annual rate of 3.4% through December 31, 2023, as overall inflation continued to ease from the peak levels experienced in the summer of 2022, when it reached the highest rates seen in over 40 years. The increase in food prices has also slowed but has generally kept pace with the rate of inflation until the past couple of months, as the overall food segment increased at an annual rate of 2.7% through December 31, 2023. In addition, according to the NCREIF Farmland Index, which, as of December 31, 2023, consisted of approximately $16.6 billion of farms across the U.S., the total return on U.S. farmland (including appreciation and income) was 5.0% for the 12 months ended December 31, 2023. Despite the slowdown in food prices in recent months, prices remain high, as the overall food segment increased by 25.2% since from December 2019 to December 2023, outpacing overall inflation of 19.4% over the same time period. If the increases in food prices continue to outpace or at least keep pace with inflation, we believe this will help mitigate any increase in input costs experienced by our farm operators.
To combat inflation, the Federal Reserve raised its benchmark funds rate 11 times between March 2022 and July 2023, resulting in the highest target rate seen since January 2011. Since that time, it has held rates flat, and many now expect the Federal Reserve to begin cutting rates later this year. While we do not currently expect additional rate hikes, the timing of rate cuts, if any, remains uncertain. Despite cooling inflation and a strong labor market, the Federal Reserve has indicated its desire to see more evidence of inflation being on a sustainable path to its target rate of 2.0%. As a result of this uncertainty, interest rates remain somewhat volatile. The yield on the 10-year U.S. Treasury Note has withdrawn from the 16-year high it achieved in October 2023 but still remains above 4.0%. As such, interest rates on long-term financing continue to be high, limiting our ability to finance new acquisitions at favorable terms.
Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.34% for another 4.2 years. As such, with respect to our current borrowings, we have experienced minimal impact from the recent increases in interest rates, and we believe we are well-protected against the potential of continued high interest rates or any further interest rate increases.
California Water Outlook
Moving into 2024, we continue to see the impacts of the extremely wet year California experienced starting in early 2023. Due to the extreme rainfall and snowpack over the past year, California has come out of drought conditions, and its reservoir levels remain above historical averages. The 2023 water year carry-over should provide stability in 2024, reducing the dependency on historic rain events to keep the state out of drought conditions. If 2024 proves to be another average or above-average year in terms of precipitation, we expect the continuation of programs developed by certain California water districts for the long-term storage of excess water supplies, which would create opportunities to capture and store more water.
With the continued implementation of the Sustainable Groundwater Management Act (“SGMA”), farmland operators continue to experience groundwater restrictions across the state. These restrictions have led to the implementation of supplemental water projects that allow farmland owners and operators to capture or import surplus surface water supplies. Significant investments were made in these projects in 2023, led by farmers and water districts to take advantage of the excess water supplies made available by the state. These water supplies are critical to the long-term water strategy for farmers, allowing them to acquire
36
Table of Content
supplemental water in wet years and store that water for use in dry years when supplemental water is in short supply or unavailable.
Factors Impacting Agricultural Land Values in our Regions of Focus
Western U.S.
In the past year, land values in the western U.S. have been heavily impacted by the higher interest rate environment and depressed crop pricing, particularly in almonds, wine grapes, and apples. The almond and wine grape industries have experienced large amounts of acres being removed, and the increased cost of capital is preventing much of that acreage from being replanted at this time. Row crops and pistachios are faring much better and are experiencing stronger profitability, despite an increase in bearing acreage of pistachios. With water being more abundant, row crop acreage has increased, which could put downward pressure on future pricing of these crops. The cost of most crop inputs have leveled off; however, there continue to be shortages of certain equipment and some petroleum-based inputs.
Large amounts of land are becoming available in the Central Valley of California; however, while smaller acreages are transacting rather quickly, larger holdings are sitting on the market longer. Groundwater plans to be in compliance with SGMA are being approved and implemented, which continues to significantly impact land values. Values of land that is short on water are decreasing to levels not seen in decades, while land with sufficient water resources is selling for extremely high prices, a trend that we expect to see continue for the next several years. Coastal California land is still in short supply, and values are either stable or increasing. Land values in the Pacific Northwest have been relatively stable despite troubles in the wine grape and apple industries.
Southeastern U.S.
Values of farmland in the Southeast growing fruits and vegetables continue to increase at a steady pace, driven in part by significant and sustained migration to that region. Our land holdings in Florida, in particular, have benefited greatly from a substantial amount of residential development and state projects taking place in the surrounding areas, all putting upward pressure on the value of our portfolio in the region.
Despite ongoing pressure from production in Mexico, the strawberry industry has continued to thrive, resulting in upward rent pressure on our farms, and vegetable ground has also seen steady demand. Further, after a decade-long decline in citrus due to falling consumer demand and production declines caused by the plant disease known as “citrus greening,” we are seeing the citrus industry start to stabilize, as acreage has right-sized, and new applications to combat citrus greening and other blights have proven very effective.
Portfolio Diversification
Since our initial public offering in January 2013 (the “IPO”), we have expanded our portfolio from 12 farms leased to 7 different, unrelated tenants to a current portfolio of 168 farms leased to 93 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the geographic locations (by state) of our farms owned as of and during the years ended December 31, 2023, 2022, and 2021 (dollars in thousands):
37
Table of Content
| As of and For the Year Ended December 31, 2023 | As of and For the Year Ended December 31, 2022 | As of and For the Year Ended December 31, 2021 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| State | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | |||||||||
| California(1) | 63 | 34,844 | 30.1% | $ | 59,143 | 65.5% | 63 | 34,844 | 30.1% | $ | 61,118 | 68.5% | 62 | 33,027 | 29.3% | $ | 49,644 | 65.9% | ||||||
| Florida(2) | 26 | 22,468 | 19.4% | 15,076 | 16.7% | 26 | 22,606 | 19.5% | 14,537 | 16.3% | 26 | 22,591 | 20.1% | 13,675 | 18.2% | |||||||||
| Washington | 6 | 2,520 | 2.2% | 4,651 | 5.1% | 6 | 2,529 | 2.2% | 3,401 | 3.8% | 3 | 1,384 | 1.2% | 2,384 | 3.2% | |||||||||
| Colorado | 12 | 32,773 | 28.3% | 2,564 | 2.8% | 12 | 32,773 | 28.3% | 2,153 | 2.4% | 12 | 32,773 | 29.1% | 2,675 | 3.6% | |||||||||
| Arizona | 6 | 6,320 | 5.5% | 2,263 | 2.5% | 6 | 6,320 | 5.5% | 2,100 | 2.4% | 6 | 6,280 | 5.6% | 1,951 | 2.6% | |||||||||
| Oregon | 6 | 898 | 0.8% | 2,181 | 2.4% | 6 | 898 | 0.8% | 1,710 | 1.9% | 5 | 726 | 0.6% | 854 | 1.1% | |||||||||
| Nebraska | 9 | 7,782 | 6.7% | 1,778 | 2.0% | 9 | 7,782 | 6.7% | 1,712 | 1.9% | 9 | 7,782 | 6.9% | 1,588 | 2.1% | |||||||||
| Michigan | 23 | 1,892 | 1.6% | 966 | 1.1% | 23 | 1,892 | 1.6% | 786 | 0.9% | 23 | 1,892 | 1.7% | 1,040 | 1.4% | |||||||||
| Maryland | 6 | 987 | 0.9% | 461 | 0.5% | 6 | 987 | 0.8% | 453 | 0.5% | 6 | 987 | 0.9% | 476 | 0.6% | |||||||||
| Texas | 1 | 3,667 | 3.2% | 450 | 0.5% | 1 | 3,667 | 3.2% | 450 | 0.5% | 1 | 3,667 | 3.3% | 450 | 0.6% | |||||||||
| South Carolina | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.5% | 244 | 0.3% | |||||||||
| Georgia | 2 | 230 | 0.2% | 224 | 0.3% | 2 | 230 | 0.2% | 224 | 0.3% | 2 | 230 | 0.2% | 31 | —% | |||||||||
| New Jersey | 3 | 116 | 0.1% | 129 | 0.1% | 3 | 116 | 0.1% | 129 | —% | 3 | 116 | 0.1% | 75 | 0.1% | |||||||||
| North Carolina | 2 | 310 | 0.3% | 114 | 0.1% | 2 | 310 | 0.3% | 145 | 0.2% | 2 | 310 | 0.3% | 150 | 0.2% | |||||||||
| Delaware | 1 | 180 | 0.2% | 75 | 0.1% | 1 | 180 | 0.2% | 74 | 0.1% | 1 | 180 | 0.2% | 81 | 0.1% | |||||||||
| TOTALS | 169 | 115,584 | 100.0% | $ | 90,319 | 100.0% | 169 | 115,731 | 100.0% | $ | 89,236 | 100.0% | 164 | 112,542 | 100.0% | $ | 75,318 | 100.0% |
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
(2)Includes a 3,748-acre farm that was sold on January 11, 2024.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to directly pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual or semi-annual basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 105 of our farms are leased on a pure, triple-net basis, 45 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs), and 15 farms are vacant. Additionally, 27 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms (though such leases generally include a guarantee of a minimum amount of rental income).
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2023 (dollars in thousands):
| Year | Number ofExpiringLeases(1) | Expiring / Expired Leased Acreage | % of Total Acreage | Lease Revenue for the Year Ended December 31, 2023 | % of Total Lease Revenue | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 8 | 9,171 | 7.9% | $ | 9,361 | 10.4% | ||||||
| 2025 | 11 | 20,729 | 17.9% | 7,899 | 8.7% | |||||||
| 2026 | 11 | 11,706 | 10.1% | 5,851 | 6.5% | |||||||
| 2027 | 6 | 7,123 | 6.2% | 10,304 | 11.4% | |||||||
| 2028 | 13 | 5,198 | 4.5% | 6,422 | 7.1% | |||||||
| Thereafter | 49 | 56,349 | 48.8% | 46,608 | 51.6% | |||||||
| Other(2) | 13 | 37 | —% | 485 | 0.5% | |||||||
| Terminated/expired leases and sold properties(3) | N/A | 5,271 | 4.6% | 3,389 | 3.8% | |||||||
| Totals | 111 | 115,584 | 100.0% | $ | 90,319 | 100.0% |
(1)Certain lease agreements encompass multiple farms.
38
Table of Content
(2)Primarily consists of ancillary leases (e.g., renewable energy leases; oil, gas, and mineral leases; telecommunications leases; etc.) with varying expirations on certain of our farms.
(3)Includes approximately $463,000 of lease revenue recorded from 15 farms on which the respective leases expired during the three months ended December 31, 2023, and remain vacant, and approximately $2.9 million from one farm that was sold subsequent to December 31, 2023, which expired on December 31, 2023.
We currently have one agricultural lease scheduled to expire within the next six months on a farm in California. We are currently in negotiations with the existing tenant on the farm, as well as other potential tenants, and we anticipate being able to renew the lease at its current market rental rate without incurring any downtime on the farm. We may choose to replant a portion of this farm with new plantings, which would likely result in a decrease in cash rent for the first few years while the new plantings are being established. Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Recent Developments
Portfolio Activity—Existing Properties
Property Sales
On June 23, 2023, we completed the sale of a 138-acre parcel of unfarmed land in Florida for $9.6 million. Including closing costs, we recognized a net gain on the sale of approximately $6.4 million.
On January 11, 2024, we completed the sale of a 3,748-acre farm in Martin County, Florida, for approximately $65.7 million. Including closing costs, we recognized a net gain on the sale of approximately $10.4 million.
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2023, through the date of this filing (dollars in thousands, except for footnotes):
| PRIOR LEASES | NEW LEASES(1) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farm Locations | Number of Leases | Total Farm Acres | TotalAnnualizedStraight-lineRent(2) | # of Leases with Participation Rents | LeaseStructures(# of NNN/ NN / N)(3) | Total Annualized Straight-line Rent(2) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN / N)(3) | ||||||
| CA, CO, FL, MI, NC, & NE | 31 | 48,670 | $ | 24,051 | 6 | 18 / 11 / 2 | $ | 23,838 | 6.9 | 4 | 14 / 17 / 0 |
(1)In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.
(2)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and generally excludes contingent rental payments, such as participation rents.
(3)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.”
Vacant, Self-operated, and Non-accrual Properties
During a portion of the year ended December 31, 2023, we had 22 farms (7 in California, 14 in Michigan, and 1 in Washington) that were either vacant, self-operated, or on which lease revenues were recognized on a cash basis (due to credit issues with three tenants causing us to determine that the full collectability of the remaining rental payments under the respective leases were not deemed to be probable).
During the year ended December 31, 2023, we recorded lease revenues related to the aforementioned farms of approximately $2.8 million (including approximately $240,000 of participation rents), as compared to approximately $4.0 million (including approximately $829,000 of participation rents) and approximately $4.3 million (including approximately $121,000 of participation rents) during the years ended December 31, 2022 and 2021, respectively.
Currently, 15 farms (14 in Michigan and 1 in Washington) are vacant, and 5 farms in California remain on non-accrual status.
Regarding the vacant farms, we are exploring both leasing and selling options, and we are in discussions with both potential tenants and potential buyers for these farms. We currently expect to come to agreements within the next six months on these farms; however, there can be no guarantee that we will be able to reach lease or sale agreements with tenants or buyers at favorable terms, or at all.
Regarding the properties currently on non-accrual status, the tenants on three of the five farms are current with their rental payments to us. We are continuing to work with the tenant leasing the other two farms and will seek to come to an agreement
39
Table of Content
for the remaining rental payments, if possible. Such agreement, if one can be reached, may include placing the tenant on a payment plan, deferring a portion of the rent owed to us, or agreeing to terminate the lease. In the event of a termination, we estimate that we would be able to find new tenants to lease each of these properties to at market rental rates within 1 to 12 months.
Water Asset Acquisitions
During the three months ended December 31, 2023, we obtained a contract to purchase 1,003 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, which was received from one of our tenants as partial consideration for a rent payment owed. We subsequently executed the contract to purchase all 1,003 acre-feet of banked water for an aggregate cost of approximately $61,000. We currently have a total of 46,003 acre-feet of banked water held by SWSD at a total carrying value of approximately $34.5 million.
In addition, during the year ended December 31, 2023, we elected to participate in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California. Under the program, WWD will pay for surplus surface water to be delivered to individual landowners’ properties with district-approved groundwater recharge facilities, also known as “water banks.” The landowner would be allowed to keep 50% of the net amount of groundwater credits generated under the program (after allowing for certain leave-behind and evaporative losses), and the remaining 50% would be used to recharge the aquifer and retained by WWD. Delivery of water under this program is subject to surplus water availability at WWD’s discretion, and WWD has not yet announced a termination date for this program. To date, we have obtained 397 water credits, which represents 50% of the total net water credits generated and confirmed by WWD under the program thus far, at a total carrying value of approximately $111,000.
During the year ended December 31, 2023, we also entered into various other agreements with certain third parties (including local water districts and private individuals) to either buy water directly, buy a portion of other water districts’ surface water allocations in future years in which allocations are granted, or to store surface water on others’ behalf in one of our groundwater recharge facilities in exchange for a portion of the net groundwater credits produced and recognized by the respective water district.
We currently own a total of 46,400 acre-feet of long-term water assets, and our investments in these long-term water assets have an aggregate carrying value of approximately $34.6 million.
To date, we have invested approximately $1.8 million to construct groundwater recharge facilities on two of our farms, and we have invested an additional $1.8 million in the aggregate in connection with these agreements that are expected to result in additional groundwater credits in the future; however, the amount and timing of these credits, if any, is currently unknown and is dependent upon and subject to the recognition of such credits by the respective water districts, in their sole discretion.
California Floods
In January 2023, periods of heavy rainfall in California resulted in floods that impacted several areas of the state, including regions where certain of our farms are located. As a result of the flooding, one of our farms in the Central Valley suffered damage to certain structures located on the farm, and we estimated the carrying value of the structures on this property damaged by the floods to be approximately $855,000. As such, during the year ended December 31, 2023, we wrote down the carrying value of these structures and also recorded a corresponding property and casualty loss. Certain of our other farms in California suffered minor damage as a result of the floods, but no other farms were materially impacted.
In addition, in February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas. Certain of our farms in the state suffered minor damage as a result of the storms, but no farms were materially impacted.
Financing Activity
Debt Activity
Loan Repayments
From January 1, 2023, through the date of this filing, we repaid approximately $52.2 million of notes and bonds that were either maturing or scheduled for a price reset. On a weighted-average basis, these borrowings bore interest at a stated rate of 3.55% and an effective interest rate (after interest patronage, where applicable) of 3.43%.
MetLife Facility
On December 14, 2023, we amended our facility with Metropolitan Life Insurance Company (“MetLife”), which currently consists of a $75.0 million long-term note payable (the “2020 MetLife Term Note”), $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”), and a $100.0 million long-term note payable (the “2022 MetLife Term Note,” and
40
Table of Content
together with the 2020 MetLife Term Note and the MetLife Lines of Credit, the “Current MetLife Facility”). Pursuant to the amendment, the maturity dates of the MetLife Lines of Credit were extended to December 15, 2033. As part of this amendment, we paid aggregate fees of approximately $188,000 to MetLife.
Farmer Mac Facility
On June 2, 2023, we amended our agreement with Federal Agricultural Mortgage Corporation (“Farmer Mac”), which provides for bond issuances up to an aggregate amount of $225.0 million (the “Farmer Mac Facility”). Pursuant to the amendment, the date through which we may issue new bonds under the Farmer Mac Facility was extended to December 31, 2026, and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date.
Farm Credit Notes Payable—Interest Patronage
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 three months ended March 31, 2023, we recorded interest patronage of approximately $2.3 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2022. During the three months ended September 30, 2022, we received approximately $113,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2022 interest patronage (which relates to interest accrued during 2022 but is typically paid during the first half of 2023) early. In total, 2022 interest patronage resulted in a 24.1% reduction (approximately 109 basis points) to the interest rates on such borrowings. In addition, during the three months ended September 30, 2023, we recorded approximately $111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage early. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.
Equity Activity
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 (the “Series C Preferred Stock”). Under the Series C Offering, as amended, we were permitted 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, and the DRIP was terminated effective March 22, 2023.
During the three months ended June 30, 2023, we listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP.” Trading of the Series C Preferred Stock on Nasdaq commenced on June 8, 2023.
From January 1, 2023, through the date we listed the Series C Preferred Stock on Nasdaq, we issued approximately 14,069 shares of the Series C Preferred Stock pursuant to the DRIP and redeemed 48,913 shares that were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $1.2 million.
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 newly-designated 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 Agreements,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.
The following table summarizes the sales of our Series E Preferred Stock that occurred from January 1, 2023, through the date of this filing (dollars in thousands):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 247,781 | $ | 24.96 | $ | 6,184 | $ | 5,575 |
(1)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $609,000.
41
Table of Content
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 offering 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 after the Series E Termination Date; however, there can be no assurance that a listing will be achieved in such timeframe, or at all.
Common Stock—At-the-Market Program
On May 12, 2020, we entered into equity distribution agreements with Virtu Americas, LLC, and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), that, as subsequently amended, permitted 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 $260.0 million (the “ATM Program”). On April 13, 2023, we entered into separate amended and restated equity distribution agreements with the Sales Agents to allow us to sell shares of our common stock having an aggregate offering price of up to $500.0 million.
The following table summarizes the activity under the ATM Program from January 1, 2023, through the date of this filing (dollars in thousands):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 788,045 | $ | 19.34 | $ | 15,240 | $ | 15,087 |
(1)Net of underwriter commissions.
LIBOR Transition
The majority of our debt is at fixed rates, and we currently have very limited exposure to variable-rate debt. Previously, our variable-rate debt was based upon the London Interbank Offered Rate (“LIBOR”), which was phased out in June 2023. LIBOR has since transitioned to a new standard rate, the Secured Overnight Financing Rate (“SOFR”), which was formally adopted by the Alternative Reference Rates Committee in July 2021 as a benchmark interest rate that incorporates certain overnight repo market data collected from multiple data sets. The intent was to adjust the SOFR to minimize the differences between the interest that a borrower was paying using LIBOR versus what it will be paying SOFR. Our lines of credit with MetLife and four term loans with Rabo AgriFinance LLC (which are effectively fixed through our entry into interest swap agreements) were previously indexed based on LIBOR, and all have since transitioned to SOFR, resulting in a minimal impact to our overall operations.
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The investment advisory agreement with our Adviser that was in effect from January 1, 2020, 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”). The Current Advisory Agreement revised the calculation of the base management fee beginning with the three months ended September 30, 2021, while all other terms of the Prior Advisory Agreement remained the same. Each of the Advisory Agreements and the current administration agreement with our Administrator (the “Administration Agreement”) were approved unanimously by our Board of Directors, including, specifically, our independent directors.
A summary of certain compensation terms within the Advisory Agreements and a summary of the Administration Agreement is below.
Advisory Agreements
Pursuant to each of the Advisory Agreements, 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. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreements,” within the accompanying notes to our consolidated financial statements.
Base Management Fee
Pursuant to the Prior Advisory Agreement, through June 30, 2021, 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,”
42
Table of Content
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, beginning with the three months ended September 30, 2021, 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 exceeds 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 each of the Advisory Agreements as FFO (also as defined in each of the Advisory Agreements) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that are 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 our 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.
We pay our Adviser an incentive fee with respect to our Pre-Incentive Fee FFO quarterly, as follows:
•no Incentive Fee in any calendar quarter in which our Pre-Incentive Fee FFO does not exceed the hurdle rate of 1.75% (7.0% annualized);
•100% of the amount of our Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
•20% of the amount of our Pre-Incentive fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Quarterly Incentive Fee Based on Pre-Incentive Fee FFO
Pre-Incentive Fee FFO
(expressed as a percentage of Total Adjusted Common Equity)
Percentage of Pre-Incentive Fee FFO allocated to Incentive Fee
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. 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.
Critical Accounting Policies
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies are provided in Note 2, “Summary of Significant Accounting Policies,” in the accompanying notes to our consolidated financial statements, located elsewhere in this Form 10-K, and a summary of our critical accounting policies is below. We consider these policies to be critical because they involve estimates and assumptions that require complex, subjective or significant judgments in their application and that materially affect our results of operations. There were no material changes in our critical accounting policies during the year ended December 31, 2023.
43
Table of Content
Purchase Price Allocation
When we acquire real estate, we allocate the purchase price to: (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above- and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values.
Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that is already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition. We generally consider both types of acquisitions to be asset acquisitions under ASC 360, “Property Plant and Equipment,” which requires us to capitalize the transaction costs incurred in connection with the acquisition. ASC 360 further requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed, and, if applicable, (ii) any identifiable intangible assets and liabilities, by valuing the property as if it was vacant, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate and Lease Intangibles,” in the accompanying notes to our consolidated financial statements.
Real Estate Impairment Evaluation
We account for the impairment of our real estate assets in accordance with ASC 360, which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist or if depreciation periods should be modified. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows using certain market-derived terms. Any material changes to the estimates and assumptions used in this analysis could have a significant impact on our results of operations, as the changes would impact our determination of whether impairment is deemed to have occurred and the amount of impairment loss that we would recognize.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate Impairment Evaluation,” in the accompanying notes to our consolidated financial statements.
Recently-Issued Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies—Recently-Issued Accounting Pronouncements,” in the accompanying notes to our consolidated financial statements for a description of recently-issued accounting pronouncements.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses:
▪With regard to the comparison between the years ended December 31, 2023 and 2022:
▪Same-property basis represents farms owned as of December 31, 2021, which were not vacant at any point during either period presented and full collectability of future rental payments under the respective leases was deemed probable during the entirety of both periods;
▪Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2021. From January 1, 2022, through December 31, 2023, we acquired five new farms and had one partial farm disposition; and
▪Vacant, self-operated, or non-accrual properties are:
▪Farms that were vacant (either wholly or partially) at any point during either period presented. Five of our farms were vacant during a portion of either of the years ended December 31, 2023 or 2022;
▪Farms that were self-operated at any point during either period presented. 11 of our farms were self-operated (on a temporary basis via management agreements with unrelated third-parties) during a portion of the year ended December 31, 2023; and
▪Farms with leases where revenue was recognized on a cash basis during either period presented (rather than a straight-line basis) due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues. During a portion of the year ended
44
Table of Content
December 31, 2023, we recognized revenue from four different leases with three separate tenants (encompassing six different farms) on a cash basis.
A comparison of results of components comprising our operating income for the years ended December 31, 2023 and 2022 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||||
| Operating revenues: | |||||||||||||
| Lease revenue: | |||||||||||||
| Fixed lease payments | $ | 83,695 | $ | 81,423 | $ | 2,272 | 2.8% | ||||||
| Variable lease payments – participation rents | 5,890 | 7,703 | (1,813) | (23.5)% | |||||||||
| Variable lease payments – tenant reimbursements | 734 | 110 | 624 | 567.3% | |||||||||
| Total lease revenue | 90,319 | 89,236 | 1,083 | 1.2% | |||||||||
| Other operating revenue | 79 | — | 79 | NM | |||||||||
| Total operating revenues | 90,398 | 89,236 | 1,162 | 1.3% | |||||||||
| Operating expenses: | |||||||||||||
| Depreciation and amortization | 37,161 | 35,366 | 1,795 | 5.1% | |||||||||
| Property operating expenses | 4,201 | 2,819 | 1,382 | 49.0% | |||||||||
| Base management and incentive fees | 10,374 | 11,532 | (1,158) | (10.0)% | |||||||||
| Administration fee | 2,255 | 2,005 | 250 | 12.5% | |||||||||
| General and administrative expenses | 2,924 | 2,740 | 184 | 6.7% | |||||||||
| Write-off of costs associated with offering of Series C cumulative redeemable preferred stock | — | 853 | (853) | NM | |||||||||
| Total operating expenses | 56,915 | 55,315 | 1,600 | 2.9% | |||||||||
| Operating income | $ | 33,483 | $ | 33,921 | $ | (438) | (1.3)% |
NM = Not Meaningful
Operating Revenues
Lease Revenue
The following table provides a summary of our lease revenue during the years ended December 31, 2023 and 2022 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||||
| Same-property basis: | |||||||||||||
| Fixed lease payments | $ | 76,866 | $ | 76,182 | $ | 684 | 0.9% | ||||||
| Participation rents | 5,650 | 6,874 | (1,224) | (17.8)% | |||||||||
| Total – Same-property basis | 82,516 | 83,056 | (540) | (0.7)% | |||||||||
| Properties acquired or disposed of: | |||||||||||||
| Fixed lease payments | 4,357 | 2,067 | 2,290 | 110.8% | |||||||||
| Total – Properties acquired or disposed of | 4,357 | 2,067 | 2,290 | 110.8% | |||||||||
| Vacant, self-operated, or non-accrual properties: | |||||||||||||
| Fixed lease payments | 2,472 | 3,174 | (702) | (22.1)% | |||||||||
| Participation rents | 240 | 829 | (589) | (71.0)% | |||||||||
| Total – Vacant, self-operated, or non-accrual properties | 2,712 | 4,003 | (1,291) | (32.3)% | |||||||||
| Tenant reimbursements(1) | 734 | 110 | 624 | 567.3% | |||||||||
| Total Lease revenues | $ | 90,319 | $ | 89,236 | $ | 1,083 | 1.2% |
(1)Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Similar amounts were also recorded as property operating expenses during the respective periods.
Same-property Basis – 2023 compared to 2022
45
Table of Content
Lease revenues from fixed lease payments increased primarily due to additional rents earned on capital improvements completed on certain of our farms, partially offset by the execution of one lease agreement in the fourth quarter of 2022, pursuant to which we agreed to reduce the fixed base rent amount in exchange for increasing the participation rent component in the lease, the majority of which was realized in the fourth quarter of 2023.
The decrease in participation rents was primarily driven by lower production (i.e., pounds per acre) on certain almond and pistachio farms (partly due to the alternate-bearing nature of such tree crops but also due to the harvest of such crops coming at the end of a multi-year drought), coupled with weaker crop prices, particularly in the almond market, which continued to be hampered with oversupply exacerbated by supply chain disruptions that occurred during the height of the COVID-19 pandemic.
Other – 2023 compared to 2022
Lease revenue from properties acquired or disposed of increased primarily due to additional revenues earned on new farms acquired subsequent to December 31, 2021.
Fixed lease payments from vacant, self-operated, or non-accrual properties decreased primarily due to revenue from certain of our leases being recognized on a cash basis during a portion of the year ended December 31, 2023 (rather than a straight-line basis), due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues. In addition, 11 of our farms were self-operated (on a temporary basis via management agreements with unrelated third-parties) and 5 of our farms were vacant during portions of the year ended December 31, 2023. The decrease in lease revenue from vacant, self-operated, or non-accrual properties was partially offset by cash collections (in part or in whole) from tenants occupying certain of these properties during the year ended December 31, 2023. No revenue has been recognized as a result of operations at farms that were self-operated during any period presented.
The fluctuations in tenant reimbursement revenue are primarily driven by payments made by certain tenants on our behalf (pursuant to the lease agreements) to unconsolidated entities of ours that convey water to the respective properties. As such, the timing of tenant reimbursement revenue fluctuates as payments are made by our tenants. Amounts recorded during the current year include increased reimbursements from certain tenants for costs to delivery water to their farms via a pipeline owned by an unconsolidated entity of ours, as well as late fees received from certain tenants.
Other Operating Revenue
Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties. During the year ended December 31, 2023, we recognized approximately $79,000 of non-cash revenue associated with the transfer and storing of surplus water on behalf of a government municipality using a groundwater recharge facility constructed on one of our farms. See Note 2, “Summary of Significant Accounting Policies—Other Operating Revenue,” and Note 3, “Real Estate and Intangible Assets—Investments in Water Assets,” within the accompanying notes to our consolidated financial statements for further discussion.
Operating Expenses
Depreciation and Amortization
Depreciation and amortization expense increased primarily due to additional depreciation and amortization expense incurred on new farms acquired subsequent to December 31, 2021, as well as additional depreciation expense associated with new capital improvements made on certain of our existing farms. The increase was partially offset by a decrease attributable to certain assets reaching the end of their useful lives.
Property Operating Expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties. The following table provides a summary of the property operating expenses recorded during the years ended December 31, 2023 and 2022 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||||
| Same-property basis | $ | 2,785 | $ | 2,407 | $ | 378 | 15.7% | ||||||
| Properties acquired or disposed of | 6 | 29 | (23) | (79.3)% | |||||||||
| Vacant, self-operated properties, or non-accrual, properties | 723 | 273 | 450 | 164.8% | |||||||||
| Tenant-reimbursed property operating expenses(1) | 687 | 110 | 577 | 524.5% | |||||||||
| Total Property operating expenses | $ | 4,201 | $ | 2,819 | $ | 1,382 | 49.0% |
(1)Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant. Similar amounts are also recorded as lease revenue when earned in accordance with the lease.
46
Table of Content
Same-property Basis – 2023 compared to 2022
Property operating expenses increased primarily due to additional property management and consulting fees incurred across our portfolio, as well as higher legal fees related to drafting new lease agreements. We also recorded additional repairs and maintenance expense as a result of minor damage caused by natural disasters at certain of our farms. This increase was partially offset by a decrease in real estate tax expense.
Other – 2023 compared to 2022
Property operating expenses on properties acquired or disposed of decreased, primarily due to additional legal fees incurred in the prior year periods on certain farms acquired subsequent to December 31, 2021.
Property operating expenses attributable to vacant, self-operated, or non-accrual properties increased primarily due to additional legal fees incurred in connection with rent collection, lease termination, or re-leasing efforts on such farms, as well as an increase in real estate tax expense that the prior tenants were previously responsible for.
The fluctuations in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases. Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities. Amounts recorded during the current year include additional costs to deliver water to certain of our farms via a pipeline owned by an unconsolidated entity of ours, which costs were reimbursed to us by our tenants.
Related-Party Fees
The following table provides the calculations of the base management and incentive fees due to our Advisor pursuant to the Current Advisory Agreement for the years ended December 31, 2023 and 2022 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 6, “Related-Party Transactions,” within the accompanying notes to our consolidated financial statements):
47
Table of Content
| Quarters Ended | Year to Date | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31 | June 30 | September 30 | December 31 | |||||||||||||||
| FY 2023 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,432,394 | $ | 1,431,761 | $ | 1,433,713 | $1,437,268 | |||||||||||
| Quarterly rate | 0.150 | % | 0.150 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 2,149 | $ | 2,148 | $ | 2,150 | $ | 2,156 | $ | 8,603 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 358,689 | $ | 362,411 | $ | 360,339 | $ | 353,412 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 6,277 | $ | 6,342 | $ | 6,306 | $ | 6,185 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 7,846 | $ | 7,928 | $ | 7,882 | $ | 7,731 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 5,303 | $ | 4,400 | $ | 7,095 | $ | 7,167 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | — | $ | — | $ | 789 | $ | 982 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | — | — | — | ||||||||||||||
| Total Incentive fee(3) | $ | — | $ | — | $ | 789 | $ | 982 | $ | 1,771 | ||||||||
| Total fees due to Adviser, net | $ | 2,149 | $ | 2,148 | $ | 2,939 | $ | 3,138 | $ | 10,374 | ||||||||
| FY 2022 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,357,800 | $ | 1,361,757 | $ | 1,390,646 | $ | 1,427,482 | ||||||||||
| Quarterly rate | 0.150 | % | 0.150 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 2,037 | $ | 2,043 | $ | 2,086 | $ | 2,141 | $ | 8,307 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 378,299 | $ | 381,201 | $ | 364,955 | $ | 361,186 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 6,620 | $ | 6,671 | $ | 6,387 | $ | 6,321 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 8,275 | $ | 8,339 | $ | 7,983 | $ | 7,901 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 7,751 | $ | 4,819 | $ | 6,892 | $ | 7,944 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | 1,131 | $ | — | $ | 505 | $ | 1,580 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | — | — | 9 | ||||||||||||||
| Total Incentive fee(3) | $ | 1,131 | $ | — | $ | 505 | $ | 1,589 | $ | 3,225 | ||||||||
| Total fees due to Adviser, net | $ | 3,168 | $ | 2,043 | $ | 2,591 | $ | 3,730 | $ | 11,532 |
(1)As defined in the Current Advisory Agreement.
(2)As of the end of the respective prior quarters.
(3)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
48
Table of Content
The base management fee increased primarily due to additional assets acquired and improvements made on certain of our farms since December 31, 2021.
Our Adviser earned incentive fees during each of the years ended December 31, 2023 and 2022 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreements) exceeding the required hurdle rate of the applicable equity base during the third and fourth quarters of 2023 and during the first, third, and fourth quarters of 2022.
The administration fee paid to our Administrator increased primarily due to hiring additional personnel and us using a higher overall share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses. General and administrative expenses increased during the current year, primarily due to an increase in professional fees (driven by higher legal and accounting fees), additional costs expensed related to amending our Current MetLife Facility, and an increase in stockholder-related expenses related to the listing of the Series C Preferred Stock on Nasdaq. This increase was partially offset by a decrease in acquisition-related costs for investments no longer being pursued.
During the year ended December 31, 2022, we wrote off approximately $853,000 of costs (including approximately $798,000 of unamortized deferred offering costs) related to the Series C Offering due to an amendment that reduced the number of shares of Series C Preferred Stock to be offered.
A comparison of results of other components contributing to net loss attributable to common stockholders for the years ended December 31, 2023 and 2022 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||||
| Operating income | $33,483 | $33,921 | $ | (438.00) | (1.3)% | ||||||||
| Other income (expense) | |||||||||||||
| Other income | 3,633 | 3,441 | 192 | 5.6% | |||||||||
| Interest expense | (23,665) | (25,738) | 2,073 | (8.1)% | |||||||||
| Dividends declared on cumulative term preferred stock | (3,019) | (3,019) | — | —% | |||||||||
| Gain (loss) on dispositions of real estate assets, net | 5,208 | (3,760) | 8,968 | (238.5)% | |||||||||
| Property and casualty loss, net | (1,016) | (56) | (960) | 1,714.3% | |||||||||
| Loss from investments in unconsolidated entities | (59) | (73) | 14 | (19.2)% | |||||||||
| Total other expense, net | (18,918) | (29,205) | 10,287 | (35.2)% | |||||||||
| Net income | 14,565 | 4,716 | 9,849 | 208.8% | |||||||||
| Net income attributable to non-controlling interests | — | (8) | 8 | (100.0)% | |||||||||
| Net income attributable to the Company | 14,565 | 4,708 | 9,857 | 209.4% | |||||||||
| Aggregate dividends declared on and charges related to extinguishment of cumulative redeemable preferred stock | (24,417) | (19,718) | (4,699) | 23.8% | |||||||||
| Net loss attributable to common stockholders | $ | (9,852) | $ | (15,010) | $ | 5,158 | (34.4)% |
Other Income (Expense)
Other income, which generally consists of interest patronage received from Farm Credit (as defined in Note 4, “Borrowings,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments, increased primarily due to additional income earned on short-term investments due to higher interest rates, partially offset by less interest patronage received from Farm Credit (primarily due to decreased borrowings from Farm Credit).
During the three months ended March 31, 2023, we recorded approximately $2.3 million of interest patronage from Farm Credit related to interest accrued during 2022, as compared to approximately $2.8 million of interest patronage recorded during the prior-year period that related to interest accrued during 2021. In addition, during the three months ended September 30, 2022, we received approximately $113,000 of interest patronage related to interest accrued during 2022, as certain Farm Credit associations paid a portion of 2022 interest patronage (which is typically paid during the first half of 2023) early. In total, 2022 interest patronage resulted in a 24.1% reduction (approximately 109 basis points) to the interest rate of such borrowings. In
49
Table of Content
addition, during the three months ended September 30, 2023, we recorded approximately $111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage early.
Interest expense decreased, primarily due to a decrease in overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the year ended December 31, 2023, was approximately $595.8 million, as compared to approximately $654.7 million for the prior-year period. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted average interest rate charged on our aggregate borrowings was 3.79% and 3.77% for the years ended December 31, 2023 and 2022, respectively.
During the year ended December 31, 2023, we recorded a net capital gain, driven by the sale of a 138-acre parcel of unfarmed land in Florida for $9.6 million, which, after accounting for closing costs, resulted in a net gain of approximately $6.4 million. The net losses recorded during the year ended December 31, 2022, related to the disposals of certain irrigation and other improvements on certain of our farms.
The net property and casualty loss related to net expenses incurred and insurance recoveries received for certain improvements that were damaged due to natural disasters. The property and casualty loss recorded during the year ended December 31, 2023, was the result of the heavy rainfall that occurred in California in early 2023 and the resulting flooding, which damaged certain structures located on one of our farms in the Central Valley.
The aggregate dividends paid on our cumulative redeemable preferred stock increased due to additional shares of the Series C Preferred Stock and Series E Preferred Stock issued and outstanding during the current year.
Comparison of Results of Operations for the Years Ended December 31, 2022 and 2021
A comparison of our operating results for the years ended December 31, 2022 and 2021 was included in our Annual Report on Form 10-K for the year ended December 31, 2022, beginning on page 45 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the Securities and Exchange Commission, or SEC, on February 21, 2023.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under the Current MetLife Facility), and issuances of additional equity securities. Our current available liquidity is approximately $209.7 million, consisting of approximately $60.1 million in cash on hand and, based on the current level of collateral pledged, approximately $149.6 million of availability under the Current MetLife Facility (subject to compliance with covenants) and other undrawn notes or bonds. In addition, we currently have certain properties valued at a total of approximately $130.5 million that are unencumbered and eligible to be pledged as collateral.
Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate (after interest patronage) of 3.34% for another 4.2 years. In addition, the weighted-average remaining term of our notes and bonds payable is approximately 8.8 years. As such, with respect to our current borrowings, we have experienced minimal impact from increased interest rates over the past year, and we believe we are well-protected against any further interest rate increases. Despite ongoing uncertainty in the markets, based on discussions with our lenders, we do not believe there will be a credit freeze on agricultural lending in the near term. We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near- and long-term debt obligations and operating expenses.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our currently-designated preferred securities; making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available, funding capital improvements on existing farms and new farmland and farm-related acquisitions consistent with our investment strategy.
In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt; fund our current operating costs; pay dividends on our currently-designated preferred securities; and fund our distributions to stockholders (including non-controlling OP Unitholders). We expect to meet our long-term liquidity requirements through
50
Table of Content
various sources of capital, including long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, shares of our Series E Preferred Stock, OP Units through our Operating Partnership as consideration for future acquisitions, and shares of common stock through our ATM Program), and other secured and unsecured borrowings.
We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related facilities. We continue to actively seek and evaluate acquisitions of additional farms and farm-related facilities that satisfy our investment criteria, and we have several properties that are in various stages of our due diligence process. However, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Operating Commitments and Obligations
See Note 7, “Commitments and Contingencies,” in the accompanying notes to our consolidated financial statements for additional discussion around certain operating and ground lease obligations.
Cash Flow Resources
The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2023 and 2022 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | $ Change | % Change | ||||||||||||
| Net change in cash from: | |||||||||||||||
| Operating activities | $ | 40,081 | $ | 43,788 | $ | (3,707) | (8.5)% | ||||||||
| Investing activities | (3,768) | (85,484) | 81,716 | 95.6% | |||||||||||
| Financing activities | (78,883) | 86,129 | (165,012) | (191.6)% | |||||||||||
| Net change in Cash and cash equivalents | $ | (42,570) | $ | 44,433 | $ | (87,003) | (195.8)% |
Operating Activities
The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses. Cash provided by operating activities decreased, primarily due to the acquisition of additional long-term water assets during 2023 and the timing of certain rental cash payments received and interest payments made during the respective periods. This was partially offset by a decrease in aggregate fees paid to our Advisor during the current year.
Investing Activities
The change in cash from investing activities was primarily due to a decrease in aggregate cash paid for acquisitions of new farms and capital improvements on existing farms during the current year, partially offset by the proceeds received from the sale of a 138-acre parcel of unfarmed land in Florida for $9.6 million during the current year, which resulted in a net gain of approximately $6.4 million.
Financing Activities
The change in cash from financing activities was primarily due to a decrease in aggregate net proceeds received from preferred and common equity offerings of approximately $153.9 million and a decrease in aggregate net borrowings of approximately $11.2 million.
Debt Capital
MetLife Facility
The Current MetLife Facility currently consists of an aggregate of $75.0 million of revolving equity lines of credit and an aggregate of $175.0 million of term notes. We currently have $200,000 outstanding under the lines of credit and $36.9 million outstanding on the term notes. While $212.9 million of the full commitment amount under the Current MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $110.2 million of availability under the Current MetLife Facility. As recently amended, the revolving equity lines of credit mature on December 15, 2033, and the draw period for both term notes expires on December 31, 2024, after which MetLife has no obligation to disburse any additional undrawn funds under the term notes.
51
Table of Content
Farmer Mac Facility
As amended in June 2023, the Farmer Mac Facility provides for bond issuances up to an aggregate amount of $225.0 million by December 31, 2026, after which, Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility.
Farm Credit and Other Lenders
Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 4, “Borrowings,” within the accompanying notes to our consolidated financial statements). We also have borrowing relationships with several other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships. As such, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.
Equity Capital
The following table provides information on equity sales that have occurred since January 1, 2023 (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 E Preferred Stock | 247,781 | 24.96 | 6,184 | 5,575 | ||||||
| Common Stock – ATM Program | 788,045 | 19.34 | 15,240 | 15,087 |
(1)Net of selling commissions and dealer-manager fees or underwriting discounts and commissions (in each case, as applicable).
Our 2023 Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to our consolidated financial statements) 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 of such securities. To date, we have issued approximately $4.2 million of Series E Preferred Stock, and $2.2 million of common stock under the 2023 Registration Statement.
In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of December 31, 2023, we did not have any off-balance sheet arrangements.
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our Board of Directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO.
Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost
52
Table of Content
depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
•Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis.
•Other adjustments. We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
•Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and certain noncash lease incentives and accretion related to below-market lease values, certain other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned. During the three months ended December 31, 2023, we adjusted our definition of AFFO to exclude from this adjustment the removal of lease incentives that were a result of previous cash disbursements made by us to or on behalf of our tenants. The results of all years presented, including those of the prior years, have been adjusted in the table below to conform with this new definition.
•Amortization of debt issuance costs. The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.
•Other adjustments. We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly. We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
FFO, CFFO, and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period. We believe that diluted earnings per share is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share. Because many REITs provide Diluted FFO, CFFO, and
53
Table of Content
AFFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the years ended December 31, 2023, 2022, and 2021 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
| For the Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| Net income | $ | 14,565 | $ | 4,716 | $ | 3,514 | ||||
| Less: Aggregate dividends declared on and charges related to extinguishment of cumulative redeemable preferred stock(1) | (24,417) | (19,718) | (12,258) | |||||||
| Net loss attributable to common stockholders and non-controlling OP Unitholders | (9,852) | (15,002) | (8,744) | |||||||
| Plus: Real estate and intangible depreciation and amortization | 37,161 | 35,366 | 27,183 | |||||||
| (Less) plus: (Gains) losses on dispositions of real estate assets, net | (5,208) | 3,760 | 2,537 | |||||||
| Adjustments for unconsolidated entities(2) | 92 | 57 | 36 | |||||||
| FFO available to common stockholders and non-controlling OP Unitholders | 22,193 | 24,181 | 21,012 | |||||||
| Plus: Acquisition- and disposition-related expenses, net | 149 | 438 | 355 | |||||||
| Plus (less): Other nonrecurring charges (receipts), net(3) | 1,418 | 1,023 | (12) | |||||||
| CFFO available to common stockholders and non-controlling OP Unitholders | 23,760 | 25,642 | 21,355 | |||||||
| Net rent adjustments | (4,519) | (3,371) | (2,414) | |||||||
| Plus: Amortization of debt issuance costs | 1,065 | 1,085 | 1,172 | |||||||
| (Less) plus: Other non-cash (receipts) charges, net(4) | 17 | 907 | 246 | |||||||
| AFFO available to common stockholders and non-controlling OP Unitholders | $ | 20,323 | $ | 24,263 | $ | 20,359 | ||||
| Weighted-average shares of common stock outstanding | 35,733,742 | 34,563,460 | 30,357,268 | |||||||
| Weighted-average common non-controlling OP Units outstanding | — | 61,714 | 166,067 | |||||||
| Weighted-average shares of common shares outstanding, fully diluted | 35,733,742 | 34,625,174 | 30,523,335 | |||||||
| Diluted FFO per weighted-average total common share | $ | 0.62 | $ | 0.70 | $ | 0.69 | ||||
| Diluted CFFO per weighted-average total common share | $ | 0.66 | $ | 0.74 | $ | 0.70 | ||||
| Diluted AFFO per weighted-average total common share | $ | 0.57 | $ | 0.70 | $ | 0.67 | ||||
| Distributions declared per total common share | $ | 0.55 | $ | 0.55 | $ | 0.54 |
(1)Includes (i) cash dividends paid on our cumulative redeemable preferred stock, (ii) the value of additional shares of Series C Preferred Stock issued pursuant to the DRIP, and (iii) the pro-rata write-off of offering costs related to shares of cumulative redeemable preferred stock that were redeemed during the respective periods.
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.
(3)Consists primarily of (i) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of the damage caused to certain improvements by natural disasters on certain of our farms, (ii) costs related to the amendment, termination, and listing of shares from the Series C Offering that were expensed, and (iii) the write-off of certain unallocated costs related to a prior universal registration statement.
(4)Consists of (i) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), (ii) the pro-rata write-off of offering costs related to shares of cumulative redeemable preferred stock that were redeemed, which were noncash charges, (iii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities during the respective periods, and (iv) less noncash income recorded during 2023 as a result of additional water assets received as consideration in certain transactions.
Net Asset Value
Real estate companies are required to record real estate using the historical cost basis of the real estate, adjusted for accumulated depreciation and amortization, and, as a result, the carrying value of the real estate does not typically change as the fair value of the assets change. Thus, one challenge is determining the fair value of the real estate in order to allow stockholders to see the value of the real estate increase or decrease over time, which we believe is useful to our investors.
Determination of Fair Value
54
Table of Content
Our Board of Directors reviews and approves the valuations of our properties pursuant to a valuation policy approved by our Board of Directors (the “Valuation Policy”). Such review and approval occurs in three phases: (i) prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials that are provided by professionals of the Adviser and Administrator, with oversight and direction from the chief valuation officer, who is also employed by the Administrator (collectively, the “Valuation Team”); (ii) the valuation committee of the Board of Directors (the “Valuation Committee”), which is comprised entirely of independent directors, meets to review the valuation recommendations and supporting materials; and (iii) after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee’s findings to the entire Board of Directors so that the full Board of Directors may review and approve the fair values of our properties in accordance with the Valuation Policy. Further, on a quarterly basis, the Board of Directors reviews the Valuation Policy to determine if changes thereto are advisable and also reviews whether the Valuation Team has applied the Valuation Policy consistently.
Per the Valuation Policy, our valuations are generally derived based on the following:
•For properties acquired within 12 months prior to the date of valuation, the purchase price of the property will generally be used as the current fair value unless overriding factors apply. In situations where OP Units are issued as partial or whole consideration in connection with the acquisition of a property, the fair value of the property will generally be the lower of: (i) the agreed-upon purchase price between the seller and the buyer (as shown in the purchase and sale agreement or contribution agreement and using the agreed-upon pricing of the OP Units, if applicable), or (ii) the value as determined by an independent, third-party appraiser.
•For real estate we acquired more than one year prior to the date of valuation, we determine the fair value either by relying on estimates provided by independent, third-party appraisers or through an internal valuation process. In addition, if significant capital improvements take place on a property, we will typically have those properties reappraised upon completion of the project by an independent, third-party appraiser. In any case, we intend to have each property valued by an independent, third-party appraiser via a full appraisal at least once every three years, with interim values generally being determined by either: (i) a restricted appraisal (a “desk appraisal”) performed by an independent, third-party appraiser, or (ii) our internal valuation process.
Various methodologies were used, both by the appraisers and in our internal valuations, to determine the fair value of our real estate, including the sales comparison, income capitalization (or a discounted cash flow analysis), and cost approaches of valuation. In performing their analyses, the appraisers typically (i) conducted site visits to the properties (where full appraisals were performed), (ii) discussed each property with our Adviser and reviewed property-level information, including, but not limited to, property operating data, prior appraisals (as available), existing lease agreements, farm acreage, location, access to water and water rights, potential for future development, and other property-level information, and (iii) reviewed information from a variety of sources about regional market conditions applicable to each of our properties, including, but not limited to, recent sale prices of comparable farmland, market rents for similar farmland, estimated marketing and exposure time, market capitalization rates, and the current economic environment, among others. In performing our internal valuations, we will consider the most recent appraisal available and use similar methodologies in determining an updated fair value. We will also obtain updated market data related to the property, such as updated sales and market rent comparisons and market capitalization rates, and perform an updated assessment of the tenants’ credit risk profiles, among others. Sources of this data may come from market inputs from recent acquisitions of our own portfolio of real estate, recent appraisals of properties we own that are similar in nature and in the same region (as applicable) as the property being valued, market conditions and trends we observe in our due diligence process, and conversations with appraisers, brokers, and farmers.
A breakdown of the methodologies used to value our properties and the aggregate value as of December 31, 2023, determined by each method is shown in the table below (dollars in thousands, except in footnotes):
| Valuation Method | Number of Farms | Total Acres | Farm Acres | Acre-feet of Water | Net CostBasis(1) | Current Fair Value | % of Total Fair Value | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase Price | — | — | — | 1,400 | $ | 573 | $ | 573 | 0.0% | |||||||||
| Sales Price | 1 | 3,748 | 3,748 | — | 53,626 | 65,652 | 4.2% | |||||||||||
| Internal Valuation | 3 | 6,189 | 4,730 | — | 20,034 | 36,000 | 2.3% | |||||||||||
| Third-party Appraisal(2) | 165 | 105,647 | 87,667 | 45,000 | 1,265,859 | 1,464,249 | 93.5% | |||||||||||
| Total | 169 | 115,584 | 96,145 | 46,400 | $ | 1,340,092 | $ | 1,566,474 | 100.0% |
(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 paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization.
(2)Appraisals performed between March 2023 and December 2023.
Some of the significant assumptions used by appraisers and the Valuation Team in valuing our portfolio as of December 31, 2023, include land values per farmable acre, market rental rates per farmable acre and the resulting net operating income
55
Table of Content
(“NOI”) at the property level, and capitalization rates, among others. These assumptions were applied on a farm-by-farm basis and were selected based on several factors, including comparable land sales, surveys of both existing and current market rates, discussions with other brokers and farmers, soil quality, size, location, and other factors deemed appropriate. A summary of these significant assumptions is provided in the following table:
| Appraisal Assumptions | Internal Valuation Assumptions | ||||||
|---|---|---|---|---|---|---|---|
| Range (Low - High) | Weighted Average | Range (Low - High) | Weighted Average | ||||
| Land Value (per farmable acre) | $708 – $123,280 | $35,320 | $5,512 – $17,521 | $13,268 | |||
| Market NOI (per farmable acre) | $230 – $3,536 | $1,526 | N/A | N/A | |||
| Market Capitalization Rate | 3.30% – 5.30% | 4.43% | N/A | N/A |
Note: Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made related to water, farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing).
Our Valuation Team reviews the appraisals, including the significant assumptions and inputs used in determining the appraised values, and considers any developments that may have occurred since the time the appraisals were performed. Developments considered that may have an impact on the fair value of our real estate include, but are not limited to, changes in tenant credit profiles, changes in lease terms (such as expirations and notices of non-renewals or to vacate), and potential asset sales (particularly those at prices different from the appraised values of our properties).
Management believes that the purchase prices of the farms acquired during the previous 12 months and the most recent appraisals available for the farms acquired prior to the previous 12 months fairly represent the current market values of the properties as of December 31, 2023, and, accordingly, did not make any adjustment to these values.
A quarterly rollforward of the change in our portfolio value for the three months ended December 31, 2023, from the prior value basis as of September 30, 2023, is provided in the table below (dollars in thousands):
| Total portfolio fair value as of September 30, 2023 | $ | 1,579,331 | ||
|---|---|---|---|---|
| Plus: Acquisition of water assets during the three months ended December 31, 2023 | 551 | |||
| Change in value of farms during the three months ended December 31, 2023 | ||||
| Farms valued based on sales price | $ | 1,951 | ||
| Farms valued via third-party appraisals | (15,359) | |||
| Net change in value of farms during the three months ended December 31, 2023 | (13,408) | |||
| Total portfolio fair value as of December 31, 2023 | $ | 1,566,474 |
Management also determined fair values of all of its long-term borrowings and preferred stock. Using a discounted cash flow analysis, management determined that the fair value of all long-term encumbrances on our properties as of December 31, 2023, was approximately $529.4 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of approximately $576.8 million. The fair values of our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock were determined using the closing stock prices as of December 31, 2023, of $19.25 per share, $19.00 per share, and $23.75 per share, respectively. Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of our Series E Preferred Stock to be $25.00 per share as of December 31, 2023 (see Exhibit 99.1 to this Form 10-K).
Calculation of Estimated Net Asset Value
To provide our stockholders with an estimate of the fair value of our real estate assets, we intend to estimate the fair value of our farms and farm-related properties and provide an estimated net asset value (“NAV”) on a quarterly basis. NAV is a non-GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective cost bases. Further, we calculate NAV per common share by dividing NAV by our total common shares outstanding (consisting of our common stock and OP Units held by non-controlling limited partners).
The fair values presented above and their usage in the calculation of net asset value per share presented below have been prepared by and is the responsibility of management. PricewaterhouseCoopers LLP has neither examined, compiled, nor performed any procedures with respect to the fair values or the calculation of net asset value per common share, which utilizes information that is not disclosed within the financial statements, and, accordingly, does not express an opinion or any other form of assurance with respect thereto.
56
Table of Content
As of December 31, 2023, we estimate the NAV per common share to be $19.06. A reconciliation of NAV to total equity, which we believe is the most directly-comparable GAAP measure, is provided below (dollars in thousands, except per-share data):
| Total equity per balance sheet | $ | 719,613 | ||
|---|---|---|---|---|
| Fair value adjustment for long-term assets: | ||||
| Less: net cost basis of tangible and intangible real estate holdings(1) | $ | (1,340,092) | ||
| Plus: estimated fair value of real estate holdings(2) | 1,566,474 | |||
| Net fair value adjustment for real estate holdings | 226,382 | |||
| Fair value adjustment for long-term liabilities: | ||||
| Plus: book value of aggregate long-term indebtedness(3) | 637,214 | |||
| Less: fair value of aggregate long-term indebtedness(3)(4) | (586,722) | |||
| Net fair value adjustment for long-term indebtedness | 50,492 | |||
| Estimated NAV | $ | 996,487 | ||
| Less: aggregate fair value of cumulative redeemable preferred stock(5) | (313,524) | |||
| Estimated NAV available to common stockholders and non-controlling OP Unitholders | $ | 682,963 | ||
| Total common shares and non-controlling OP Units outstanding | 35,838,442 | |||
| Estimated NAV per common share and OP Unit | $ | 19.06 |
(1)Per Net Cost Basis as presented in the table above.
(2)Per Current Fair Value as presented in the table above.
(3)Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series D Term Preferred Stock.
(4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series D Term Preferred Stock was valued based on its closing stock price as of December 31, 2023.
(5)The Series B Preferred Stock and Series C Preferred Stock were valued based on their respective closing stock prices as of December 31, 2023, while the Series E Preferred Stock was valued at its liquidation value, as discussed above.
A quarterly rollforward in the estimated NAV per common share and OP Unit for the three months ended December 31, 2023, is provided below:
| Estimated NAV per common share and non-controlling OP Unit as of September 30, 2023 | $ | 20.33 | ||
|---|---|---|---|---|
| Less net loss attributable to common stockholders and non-controlling OP Unitholders | (0.12) | |||
| Adjustments for net change in valuations: | ||||
| Net change in unrealized fair value of farmland portfolio(1) | $ | (0.12) | ||
| Net change in unrealized fair value of long-term indebtedness | (0.35) | |||
| Net change in unrealized fair value of preferred equity securities | (0.46) | |||
| Net change in valuations | (0.93) | |||
| Less distributions on common stock and non-controlling OP Units | (0.14) | |||
| Less net dilutive effect of equity issuances and redemptions, net | (0.08) | |||
| Estimated NAV per common share and non-controlling OP Unit as of December 31, 2023 | $ | 19.06 |
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) a decrease of $0.43 per share due to the net depreciation in value of the farms that were valued during the three months ended December 31, 2023, (ii) an increase of $0.27 per share due to the aggregate depreciation and amortization expense recorded during the three months ended December 31, 2023, and (iii) an increase of $0.04 per share due to net asset dispositions or capital improvements made on certain farms that have not yet been considered in the determination of the respective farms’ estimated fair values.
Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs. In addition, the trading price of our common shares may differ significantly from our most recent estimated NAV per common share calculation. For example, while we estimated our NAV per common share to be $19.06 as of December 31, 2023, based on the calculation above, the closing price of our common stock on December 31, 2023, was $14.45 per share.
The determination of estimated NAV is subjective and involves a number of assumptions, judgments, and estimates, and minor adjustments to these assumptions, judgments, or estimates may have a material impact on our overall portfolio valuation. In addition, many of the assumptions used are sensitive to market conditions and can change frequently. Changes in the market environment and other events that may occur during our ownership of these properties may cause the values reported above to vary from the actual fair value that may be obtained in the open market. Further, while management believes the values presented reflect current market conditions, the ultimate amount realized on any asset will be based on the timing of such
57
Table of Content
dispositions and the then-current market conditions. There can be no assurance that the ultimate realized value upon disposition of an asset will approximate the estimated fair value above.
FY 2022 10-K MD&A
SEC filing source: 0001495240-23-000005.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-K.
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged in the business of owning and leasing farmland. We are not a grower of crops, nor do we typically farm the properties we own. We currently own 169 farms comprised of 115,731 acres across 15 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.
35
Table of Contents
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the units of limited partnership interest in the Operating Partnership (“OP Units”). In addition, we have elected for Gladstone Land Advisers, Inc. (“Land Advisers”), a wholly-owned subsidiary of ours, to be treated as a taxable REIT subsidiary (“TRS”).
Gladstone Management Corporation (our “Adviser”) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our “Administrator”), provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.
As of February 20, 2023:
•we owned 169 farms comprised of 115,731 total acres across 15 states in the U.S.;
•our occupancy rate (based on gross acreage) was 100.0%, and our farms were leased to 89 different, unrelated third-party tenants growing over 60 different types of crops;
•the weighted-average remaining lease term across our agricultural real estate holdings was 6.2 years; and
•the weighted-average term to maturity of our notes and bonds payable was 9.4 years, and over 99.8% of our notes and bonds payable bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 4.9 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.26% over that term.
Business Environment
Impact of Inflation and Rising Interest Rates
According to the U.S. Bureau of Labor Statistics, the consumer price index (“CPI”) grew at an annual rate of 6.5% through December 2022, as overall inflation continued to ease from levels earlier in 2022, when it reached the highest rates seen in over 40 years. However, food prices have continued to outpace the rate of inflation, with the overall food segment increasing at an annual rate of 10.4% through December 2022, and the food at home segment (which encompasses over 90% of the crops grown on our farms) growing by 11.8%. In addition, according to the NCREIF Farmland Index, which, as of December 31, 2022, consisted of approximately $15.3 billion of farms across the U.S., the total return on U.S. farmland (including appreciation and income) was 9.6% for the 12 months ended December 31, 2022. If the increases in food prices continue to outpace inflation, we believe this will help mitigate the increase in input costs currently experienced by our farm operators.
While showing signs of slowing from its peak levels, overall inflation remains significantly above the Federal Reserve’s target long-term rate of 2.0%, leading the Federal Reserve to raise its benchmark funds rate eight times since March 2022. As such, interest rates remain volatile in response to competing concerns regarding inflationary pressures, coupled with the threat of a near-term recession. The yield on the 10-year U.S. Treasury Note has increased substantially over the past 12 months and recently surpassed 4% for the first time since 2008, which adversely affects interest rates on long-term financing. In addition, global recessionary conditions appear likely to occur within the next 12 months, caused in part by inflation, the potential emergence of new COVID-19 variants, and geopolitical conditions, although the actual timeline, impact, and duration are unknown.
Over 99.8% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.26% for another 4.9 years. As such, with respect to our current borrowings, we have experienced minimal impact from the recent increases in interest rates, and we believe we are well-protected against further interest rate increases, which seem likely to continue in the near term.
California Floods and Impact on Drought
Recent storms have brought tremendous amounts of rain and snow to California, increasing the state’s snowpack and water resources and bringing some much-needed relief to a region that, as of now, remains in a prolonged drought. As a result of the heavy rain and snowfall, drought conditions throughout California have been significantly improved, as the state no longer has any areas under “extreme drought” or “exceptional drought” conditions, the two most severe drought categories, thus marking a vast improvement from three months earlier when approximately 58% of the state fell under these two categories. On a statewide basis, snowpack levels are more than twice their 20-year historical averages for this time of year and have already surpassed their historical average April 1st benchmark levels (April 1st has been used as a benchmark since 1941 by the California Department of Water Resources, as it is when the snowpack in California is generally the deepest). In addition,
36
Table of Contents
reservoirs across California have seen their water levels rise significantly. The state’s three largest reservoirs are currently at approximately 86% of their historical average, compared to just 53% just a few months ago.
However, despite the storms reducing the intensity of the drought, approximately one-third of California is still considered to be under “severe drought” conditions. In addition, most underground aquifers remain depleted, as the state does not have the infrastructure in place to allow the aquifers to fully benefit from such a massive rainfall to recharge. As such, groundwater pumping continues to be strained, due to both aquifers’ receding water lines and pumping restrictions pursuant to regulations under the Sustainable Groundwater Management Act (“SGMA”).
To date, none of our farms have suffered water shortages due to our wells not being able to reach the aquifers. We continue to seek out opportunities to provide additional sources of water to our farms, such as acquiring supplemental water banked at local water districts or by entering into separate agreements directly with water districts for surface water deliveries. In addition, we are also currently looking into capital improvements on certain of our farms, such as building pipelines to allow for surface water deliveries and building recharge basins on unplanted acres to capture stormwater and allow it to recharge the aquifers below.
Factors Impacting Agricultural Land Values in our Regions of Focus
Western U.S.
The agricultural real estate market in the western U.S. is largely driven by water availability, which is impacted by both environmental and regulatory conditions. Going into the winter of 2021-2022, the current drought caused major shortages of surface water deliveries, and the persistence of below-normal rainfall and snowpack levels in California into 2022 led to groundwater levels dropping so far as to significantly reduce groundwater well production in a number of areas throughout the state. From a regulatory perspective, while the winter of 2022-2023 is off to a very strong start, the capture of runoff from the storms has been extremely limited due to restrictions imposed by current management guidelines over potentially endangered species in the California water system. In addition, the impact of SGMA is affecting grower operations, as sustainable pumping levels are being identified, thus allowing operators to calculate or estimate their future groundwater access and plan (or scale back) accordingly.
From a land value perspective, a growing divide is occurring between farms that have adequate water and farms that are short on water. We are seeing land values in areas with strong water sources increase significantly, while values of farms in areas with more limited water sources are decreasing to price levels not seen in decades. Farmland with infrastructure in place to allow it to bring in more water or to store water is also generally experiencing increases in value. Expectations of future water availability are also causing a change in crop economics throughout the state.
The profitability of crops being grown is also driving agricultural land values. Most almond growers have had difficulties due to operating costs at all-time highs and almond prices dropping to levels not seen since the 1990s. As a result, the pace of new almond plantings has slowed dramatically, and older orchards are being removed at a quicker pace. Farmland growing pistachios have maintained their high values but have generally plateaued since last year’s run-up in land value. Crop yields for the 2022 harvest were mostly lower, which led to increased pricing for the 2022 marketing window, which runs through late 2023. In coastal California, strawberry production was down on a per-acre basis, and leafy greens experienced unprecedented crop failures due to disease. This lower production led to historically high crop prices, which more than offset the lower yields. As a result, growers were generally willing to pay slightly higher rents, causing land prices to trend slightly higher.
Southeastern U.S.
Values of farmland growing strawberries in Florida have been steadily increasing for the past several years, with several out-of-state growers expanding their operations to the central area of the state. Values of vegetable farms in Florida, which are often impacted by production from Mexico, continue to be stable. Overall, land values throughout the Southeastern U.S. continue to benefit from upward pricing pressure caused, in part, by the large influx of new people moving to the region, each year, particularly Florida and the Carolinas.
Portfolio Diversification
Since our initial public offering in January 2013 (the “IPO”), we have expanded our portfolio from 12 farms leased to 7 different, unrelated tenants to a current portfolio of 169 farms leased to 89 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce
37
Table of Contents
annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of December 31, 2022, 2021, and 2020 (dollars in thousands):
| As of and For the Year Ended December 31, 2022 | As of and For the Year Ended December 31, 2021 | As of and For the Year Ended December 31, 2020 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| State | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | No. of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | |||||||||
| California(1) | 63 | 34,844 | 30.1% | $ | 61,118 | 68.5% | 62 | 33,027 | 29.3% | $ | 49,644 | 65.9% | 55 | 25,197 | 24.9% | $ | 31,536 | 55.3% | ||||||
| Florida | 26 | 22,606 | 19.5% | 14,537 | 16.3% | 26 | 22,591 | 20.1% | 13,675 | 18.2% | 23 | 20,770 | 20.5% | 13,342 | 23.4% | |||||||||
| Washington | 6 | 2,529 | 2.2% | 3,401 | 3.8% | 3 | 1,384 | 1.2% | 2,384 | 3.2% | 3 | 1,384 | 1.4% | 531 | 1.0% | |||||||||
| Colorado | 12 | 32,773 | 28.3% | 2,153 | 2.4% | 12 | 32,773 | 29.1% | 2,675 | 3.6% | 12 | 32,773 | 32.4% | 3,264 | 5.7% | |||||||||
| Arizona | 6 | 6,320 | 5.5% | 2,100 | 2.4% | 6 | 6,280 | 5.6% | 1,951 | 2.6% | 6 | 6,280 | 6.2% | 4,739 | 8.3% | |||||||||
| Nebraska | 9 | 7,782 | 6.7% | 1,712 | 1.9% | 9 | 7,782 | 6.9% | 1,588 | 2.1% | 9 | 7,782 | 7.7% | 1,556 | 2.7% | |||||||||
| Oregon | 6 | 898 | 0.8% | 1,710 | 1.9% | 5 | 726 | 0.6% | 854 | 1.1% | 3 | 418 | 0.4% | 528 | 0.9% | |||||||||
| Michigan | 23 | 1,892 | 1.6% | 786 | 0.9% | 23 | 1,892 | 1.7% | 1,040 | 1.4% | 15 | 962 | 1.0% | 723 | 1.3% | |||||||||
| Maryland | 6 | 987 | 0.8% | 453 | 0.5% | 6 | 987 | 0.9% | 476 | 0.6% | 4 | 759 | 0.8% | 135 | 0.2% | |||||||||
| Texas | 1 | 3,667 | 3.2% | 450 | 0.5% | 1 | 3,667 | 3.3% | 450 | 0.6% | 1 | 3,667 | 3.6% | 450 | 0.8% | |||||||||
| South Carolina | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.6% | 47 | 0.1% | |||||||||
| Georgia | 2 | 230 | 0.2% | 224 | 0.3% | 2 | 230 | 0.2% | 31 | —% | — | — | —% | — | —% | |||||||||
| New Jersey | 2 | 310 | 0.3% | 145 | 0.2% | 2 | 310 | 0.3% | 150 | 0.2% | — | — | —% | — | —% | |||||||||
| North Carolina | 3 | 116 | 0.1% | 129 | 0.1% | 3 | 116 | 0.1% | 75 | 0.1% | 2 | 310 | 0.3% | 153 | 0.3% | |||||||||
| Delaware | 1 | 180 | 0.2% | 74 | —% | 1 | 180 | 0.2% | 81 | 0.1% | 1 | 180 | 0.2% | 27 | —% | |||||||||
| TOTALS | 169 | 115,731 | 100.0% | $ | 89,236 | 100.0% | 164 | 112,542 | 100.0% | $ | 75,318 | 100.0% | 137 | 101,079 | 100.0% | $ | 57,031 | 100.0% |
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to directly pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual or semi-annual basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 123 of our farms are leased on a pure, triple-net basis, 43 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), and 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs). Additionally, 35 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms.
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2022 (dollars in thousands):
38
Table of Contents
| Year | Number ofExpiringLeases(1) | Expiring Leased Acreage | % of Total Acreage | Lease Revenues for the Year Ended December 31, 2022 | % of Total Lease Revenues | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 8 | 12,110 | 10.5% | $ | 8,954 | 10.0% | ||||||
| 2024 | 9 | 10,384 | 9.0% | 7,187 | 8.1% | |||||||
| 2025 | 12 | 14,450 | 12.5% | 8,079 | 9.1% | |||||||
| 2026 | 13 | 12,061 | 10.4% | 5,304 | 5.9% | |||||||
| 2027 | 5 | 6,755 | 5.8% | 10,752 | 12.0% | |||||||
| Thereafter | 57 | 59,252 | 51.2% | 48,595 | 54.5% | |||||||
| Other(2) | 9 | 719 | 0.6% | 365 | 0.4% | |||||||
| Totals | 113 | 115,731 | 100.0% | $ | 89,236 | 100.0% |
(1)Certain lease agreements encompass multiple farms.
(2)Consists of ancillary leases (e.g., renewable energy leases; oil, gas, and mineral leases; telecommunications leases; etc.) with varying expirations on certain of our farms.
We currently have one agricultural lease scheduled to expire within the next six months on a farm in California. We are currently in negotiations with the existing tenant on the farm, as well as other potential tenants, and we anticipate being able to renew the lease at its current market rental rate without incurring any downtime on the farm. We currently anticipate the rental rates on this lease renewal to be flat to slightly higher compared to that of the existing lease. Regarding all upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Recent Developments
Portfolio Activity
Property Acquisitions
Since January 1, 2022, through the date of this filing, we completed the following acquisitions, 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) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farm Road(3) | Charlotte, FL | 5/20/2022 | 15 | 0 | Adjacent parcel | N/A | None | $ | 54 | $ | 15 | $ | — | ||||||||||||
| County Road 35 | Glenn, CA | 6/16/2022 | 1,374 | 1 | Olives for Olive Oil | 14.5 years | 1 (5 years) | 24,500 | 55 | 1,714 | |||||||||||||||
| Reagan Road(4) | Cochise, AZ | 7/13/2022 | 40 | 0 | Corn | 12.5 years | None | 120 | 17 | 39 | |||||||||||||||
| North Columbia River Road(5)(7) | Franklin & Grant, WA | 7/21/2022 | 1,145 | 3 | Wine Grapes | 8.4 years | None | 30,320 | 146 | 2,296 | |||||||||||||||
| Prunedale Road(6)(7) | Umatilla, OR | 7/21/2022 | 172 | 1 | Wine Grapes | 10.4 years | None | 7,008 | 36 | 286 | |||||||||||||||
| Phelps Avenue(8) | Fresno, CA | 12/29/2022 | 443 | 0 | Open ground and water credits | 5.0 years | 1 (5 years) | 3,100 | 72 | 25 | |||||||||||||||
| 3,189 | 5 | $ | 65,102 | $ | 341 | $ | 4,360 |
(1)Includes approximately $27,000 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)Represents the acquisition of a parcel of land adjacent to an existing farm, providing additional road access to such farm. No new lease was executed related to this acquisition.
(4)Represents the acquisition of a parcel of farmable land adjacent to an existing farm. Subsequent to acquisition, we spent approximately $153,000 to install certain improvements on this property.
(5)Upon acquisition, we executed three new leases with the existing tenants on these farms. The lease terms above represent the weighted-average lease term and aggregate annualized straight-line rent of these three leases.
(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 an irrigation system providing water to this and other neighboring properties. Our acquired ownership, which equated to an 11.3% interest in the LLC, was valued at approximately $2.7 million at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets. See Note 3, “Real Estate and Intangible Assets—Investments in Unconsolidated Entities,” within the accompanying notes to our consolidated financial statements for additional information on our aggregate ownership interest in this and other LLCs.
39
Table of Contents
(7)These two properties were acquired as part of a single transaction. In connection with the acquisition of these vineyards, we committed to provide up to an aggregate amount of $2.2 million for certain irrigation and vineyard improvements on these farms, for which we will earn additional rent as the funds are disbursed by us.
(8)Represents the acquisition of three parcels of land adjacent to an existing farm that will initially be utilized for its water rights (including additional surface water rights and groundwater pumping rights) to be used on nearby farms. In addition, a portion of this acquisition was leased back to the seller.
Existing Properties
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2022, through the date of this filing (dollars in thousands, except for footnotes):
| PRIOR LEASES | NEW LEASES(1) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farm Locations | Number of Leases | Total Farm Acres | TotalAnnualizedStraight-lineRent(2) | # of Leases with Participation Rents | LeaseStructures(# of NNN/ NN / N)(3) | Total Annualized Straight-line Rent(2)(4) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN / N)(3) | ||||||
| AZ, CA, CO, FL, MI, & NE | 23 | 31,317 | $ | 9,446 | 8 | 14 / 8 / 1 | $ | 9,094 | 5.4 | 5 | 11 / 12 / 0 |
(1)In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.
(2)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and generally excludes contingent rental payments, such as participation rents.
(3)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.”
(4)Total annualized straight-line rent for new leases is net of aggregate one-time fixed payments of approximately $3.4 million we agreed to pay in connection with two leases to cover the majority of the operating expenses on the farms in exchange for adding a significant participation rent component into the leases.
Additionally, as of December 31, 2022, due to credit issues with two of our tenants, we determined that the full collectability of the remaining rental payments under the respective leases with these two tenants was not deemed to be probable. As such, during the three months ended December 31, 2022, we began recognizing lease revenues from the six leases with these two tenants (three on farms in California and three on farms in Michigan) on a cash basis. We are continuing to work with the current tenants and will seek to come to an agreement for the remaining rental payments, if possible. Such agreement, if one can be reached, may include placing these tenants on payment plans, deferring a portion of the rent owed to us, or agreeing to terminate the respective leases. In the event of a termination, we estimate that we would be able to find new tenants to lease each of these properties to at market rental rates within 1 to 12 months.
During the year ended December 31, 2022, we recorded aggregate lease revenues from these six leases of approximately $258,000 (including approximately $31,000 of participation rents), as compared to approximately $1.7 million (including approximately $121,000 of participation rents) and approximately $1.5 million (including approximately $221,000 of participation rents) during the years ended December 31, 2021 and 2020, respectively.
Financing Activity
Debt Activity
From January 1, 2022, through the date of this filing, we entered into the following loan agreements (dollars in thousands):
| Lender | Date of Issuance | Amount | Maturity Date | Principal Amortization | Stated Interest Rate | ExpectedEffectiveInterestRate(1) | Interest Rate Terms | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farmer Mac(2) | 1/11/2022 | $ | 1,980 | 12/30/2030 | 20.0 years | 3.31% | 3.31% | Fixed throughout term | ||||||||
| Northwest Farm Credit Services, FLCA | 1/31/2022 | 1,442 | 2/1/2032 | 20.1 years | 4.65% | 3.40% | Fixed throughout term | |||||||||
| Farmer Mac(2) | 2/25/2022 | 1,710 | 12/30/2030 | 25.0 years | 3.68% | 3.68% | Fixed throughout term | |||||||||
| Farm Credit of Central Florida, ACA | 4/5/2022 | 4,800 | 2/1/2046 | 23.8 years | 4.36% | 2.89% | Fixed through 2/28/2027; variable thereafter | |||||||||
| Total / Weighted-average | $ | 9,932 | 4.08% | 3.19% |
(1)On borrowings from the various Farm Credit associations, we receive interest patronage, or refunded interest, which is typically received in the calendar year following the year in which the related interest expense was accrued. The expected effective interest rates reflected in the table above are the interest rates net of expected interest patronage, which is based on either historical patronage actually received (for pre-existing lenders whom we have received interest patronage from) or indications from the respective lenders of estimated patronage to be paid (for new lenders). See Note 4, “Borrowings—Farm
40
Table of Contents
Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements for additional information on interest patronage.
(2)Bond issued under our facility with Federal Agricultural Mortgage Corporation (“Farmer Mac”).
In connection with securing the above borrowings, Gladstone Securities LLC (“Gladstone Securities”), an affiliate of ours, earned total financing fees of approximately $15,000.
In addition, from January 1, 2022, through the date of this filing, we repaid approximately $44.7 million of maturing loans. On a weighted-average basis, these borrowings bore interest at a stated rate of 4.14% and an effective interest rate (after interest patronage) of 3.09%.
MetLife Facility
On February 3, 2022, we amended our credit facility with Metropolitan Life Insurance Company (“MetLife”), which previously consisted of a $75.0 million long-term note payable (the “2020 MetLife Term Note”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the 2020 MetLife Term Note, the “Prior MetLife Facility”). Pursuant to the amendment, our credit facility with MetLife now consists of the 2020 MetLife Term Note, the MetLife Lines of Credit, and a new $100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the 2020 MetLife Term Note and the MetLife Lines of Credit, the “Current MetLife Facility”).
The 2022 MetLife Term Note is scheduled to mature on January 5, 2032, and the interest rates on future disbursements under the 2022 MetLife Term Note will be based on the 10-year U.S. Treasury at the time of such disbursements, with the initial disbursement priced based on the 10-year U.S. Treasury plus a spread to be determined by the lender. In addition, through December 31, 2024, the 2022 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 2022 MetLife Term Note). If the full commitment of $100.0 million is not utilized by December 31, 2024, MetLife has no obligation to disburse the remaining funds under the 2022 MetLife Term Note. All other material items of the Prior MetLife Facility remained unchanged.
As part of this amendment, we paid an origination fee of $250,000 to MetLife and a financing fee of $80,000 to Gladstone Securities. For information on the pertinent terms of the issuances under the Current MetLife Facility, refer to Note 4, “Borrowings—MetLife Facility,” within the accompanying notes to our condensed consolidated financial statements.
Farm Credit Notes Payable—Interest Patronage
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 three months ended March 31, 2022, we recorded interest patronage of approximately $2.8 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2021, and during the three months ended September 30, 2022, we received approximately $113,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2022 interest patronage (which relates to interest accrued during 2022 but is typically paid during the first half of 2023) early. 2021 interest patronage (which was recorded during the three months ended March 31, 2022) resulted in a 29.9% reduction (approximately 137 basis points) to the interest rates on such borrowings. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.
Equity Activity
Series C Preferred Stock
On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of our 6.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). Under the Series C Offering, we were permitted to sell up to 20,000,000 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 6,000,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $22.75 per share.
On August 24, 2022, we amended the Series C Offering to (i) reduce the amount of shares of the Series C Preferred Stock offered through the Primary Series C Offering to 10,200,000, (ii) reduce the amount of shares of the Series C Preferred Stock offered pursuant to the DRIP to 200,000, and (iii) reduce the duration of the period during which shares of the Series C Preferred Stock may be offered for sale through the Primary Series C Offering to the earlier of (a) December 31, 2022 (unless earlier terminated or extended by our Board of Directors) or (b) the date on which all 10,200,000 shares of the Series C Preferred Stock offered in the Primary Series C Offering were sold. The offering period for the DRIP will terminate on the earlier of (1) the issuance of all 200,000 shares of Series C Preferred Stock under the DRIP or (2) the listing of the Series C Preferred Stock on Nasdaq or another national securities exchange.
41
Table of Contents
See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” within the accompanying notes to our consolidated financial statements for more details on the dealer-manager agreement entered into with Gladstone Securities in connection with the Series C Offering.
The following table summarizes the sales of our Series C Preferred Stock that occurred since January 1, 2022, through the date of this filing (dollars in thousands, except per-share amounts and footnotes):
| Number ofShares Sold(1) | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(2) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6,701,987 | $ | 24.76 | $ | 165,941 | $ | 152,470 |
(1)Excludes share redemptions and shares issued pursuant to the DRIP. From January 1, 2022, through the date of this filing, we redeemed 38,995 shares and issued approximately 43,600 shares of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $13.5 million.
The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold. Exclusive of redemptions, the Primary Series C Offering resulted in total gross proceeds of approximately $252.6 million and net proceeds, after deducting Series C Selling Commissions, Series C Dealer-Manager Fees, and offering expenses payable by us, of approximately $230.5 million. In conjunction with the amendment of the Series C Offering, which reduced the number of shares of Series C Preferred Stock to be offered, during the year ended December 31, 2022, we expensed approximately $798,000 of unamortized deferred offering costs. These costs were recorded to Write-off of costs associated with the offering of Series C cumulative redeemable preferred stock on the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2022. See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees paid to Gladstone Securities in connection with the Series C Offering.
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 by December 31, 2023, though there can be no assurance that a listing will be achieved in such timeframe, or at all.
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 newly-designated 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 Agreements,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.
No sales of the Series E Preferred Stock occurred during the year ended December 31, 2022. The following table summarizes the sales of our Series E Preferred Stock that occurred subsequent to December 31, 2022, through the date of this filing (dollars in thousands, except per-share amounts and footnotes):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 34,600 | $ | 24.96 | $ | 864 | $ | 779 |
(1)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $85,000.
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 offering in the Series E Offering are sold. There is currently no public market for shares of Series E Preferred Stock. The Company intends 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.
Common Stock—At-the-Market Program
On May 12, 2020, we entered into new equity distribution agreements with Virtu Americas, LLC, and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $100.0 million (the “ATM Program”). On May 18, 2021, we entered into separate amendments to the existing equity distribution agreements to allow us to sell up to $160.0 million of additional shares of our common stock, expanding the aggregate offering price to up to $260.0 million.
42
Table of Contents
The following table summarizes the activity under the ATM Programs from January 1, 2022, through the date of this filing (dollars in thousands):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1,503,969 | $ | 23.49 | $ | 35,325 | $ | 34,946 |
(1)Net of underwriter commissions.
LIBOR Transition
The majority of our debt is at fixed rates, and we currently have very limited exposure to variable-rate debt based upon the London Interbank Offered Rate (“LIBOR”), which is currently being phased out and is anticipated to be completely phased out by June 2023. LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”), which will incorporate certain overnight repo market data collected from multiple data sets. SOFR was formally adopted by the Alternative Reference Rates Committee in July 2021. The current intent is to adjust the SOFR to minimize the differences between the interest that a borrower would be paying using LIBOR versus what it will be paying SOFR. We are currently monitoring the transition and cannot yet assess whether SOFR will become the standard rate for all of our variable-rate debt. Our lines of credit with MetLife and four term loans with Rabo AgriFinance LLC (which are effectively fixed through our entry into interest swap agreements) are currently indexed based on LIBOR, and we have begun discussions with the respective lenders to negotiate these agreements prior to the phase-out of LIBOR. Assuming that SOFR replaces LIBOR and is appropriately adjusted, we currently expect the transition to result in a minimal impact to our overall operations.
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The investment advisory agreement with our Adviser that was in effect from January 1, 2020, 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”). The Current Advisory Agreement revised the calculation of the base management fee beginning with the three months ended September 30, 2021, while all other terms of the Prior Advisory Agreement remained the same. Each of the Advisory Agreements and the current administration agreement with our Administrator (the “Administration Agreement”) were approved unanimously by our Board of Directors, including, specifically, our independent directors.
A summary of certain compensation terms within the Advisory Agreements and a summary of the Administration Agreement is below.
Advisory Agreements
Pursuant to each of the Advisory Agreements, 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. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreements,” within the accompanying notes to our consolidated financial statements.
Base Management Fee
Pursuant to the Prior Advisory Agreement, through June 30, 2021, 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, beginning with the three months ended September 30, 2021, 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 exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity.
43
Table of Contents
For purposes of this calculation, Pre-Incentive Fee FFO is defined in each of the Advisory Agreements as FFO (also as defined in each of the Advisory Agreements) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that are 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 our 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.
We pay our Adviser an incentive fee with respect to our Pre-Incentive Fee FFO quarterly, as follows:
•no Incentive Fee in any calendar quarter in which our Pre-Incentive Fee FFO does not exceed the hurdle rate of 1.75% (7.0% annualized);
•100% of the amount of our Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
•20% of the amount of our Pre-Incentive fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Quarterly Incentive Fee Based on Pre-Incentive Fee FFO
Pre-Incentive Fee FFO
(expressed as a percentage of Total Adjusted Common Equity)
Percentage of Pre-Incentive Fee FFO allocated to Incentive Fee
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. 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.
Critical Accounting Policies
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies are provided in Note 2, “Summary of Significant Accounting Policies,” in the accompanying notes to our consolidated financial statements, located elsewhere in this Form 10-K, and a summary of our critical accounting policies is below. We consider these policies to be critical because they involve estimates and assumptions that require complex, subjective or significant judgments in their application and that materially affect our results of operations. There were no material changes in our critical accounting policies during the year ended December 31, 2022.
Purchase Price Allocation
When we acquire real estate, we allocate the purchase price to: (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above- and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values.
Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that is already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition. We generally consider both types of acquisitions to be asset acquisitions under ASC 360, “Property Plant and Equipment,” which requires us to capitalize the transaction costs incurred in connection with the acquisition. ASC 360 further requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and
44
Table of Contents
liabilities assumed, and, if applicable, (ii) any identifiable intangible assets and liabilities, by valuing the property as if it was vacant, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate and Lease Intangibles,” in the accompanying notes to our consolidated financial statements.
Recently-Issued Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies—Recently-Issued Accounting Pronouncements,” in the accompanying notes to our consolidated financial statements for a description of recently-issued accounting pronouncements.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses with regard to the comparison between the years ended December 31, 2022 and 2021:
▪Same-property basis represents farms owned as of December 31, 2020, and were not vacant at any point during either period presented; and
▪Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2020. From January 1, 2021, through December 31, 2022, we acquired 32 new farms and did not have any farm dispositions.
We did not have any vacant or self-operated farms during either of the years ended December 31, 2022 or 2021.
A comparison of results of components comprising our operating income for the years ended December 31, 2022 and 2021 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||||
| Operating revenues: | |||||||||||||
| Lease revenues: | |||||||||||||
| Fixed lease payments | $ | 81,423 | $ | 69,998 | $ | 11,425 | 16.3% | ||||||
| Variable lease payments – participation rents | 7,703 | 5,219 | 2,484 | 47.6% | |||||||||
| Variable lease payments – tenant reimbursements | 110 | 101 | 9 | 8.9% | |||||||||
| Total operating revenues | 89,236 | 75,318 | 13,918 | 18.5% | |||||||||
| Operating expenses: | |||||||||||||
| Depreciation and amortization | 35,366 | 27,183 | 8,183 | 30.1% | |||||||||
| Property operating expenses | 2,819 | 2,536 | 283 | 11.2% | |||||||||
| Base management and incentive fees | 11,532 | 10,230 | 1,302 | 12.7% | |||||||||
| Administration fee | 2,005 | 1,526 | 479 | 31.4% | |||||||||
| General and administrative expenses | 2,740 | 2,139 | 601 | 28.1% | |||||||||
| Write-off of costs associated with offering of Series C cumulative redeemable preferred stock | 853 | — | 853 | NM | |||||||||
| Total operating expenses | 55,315 | 43,614 | 11,701 | 26.8% | |||||||||
| Operating income | $ | 33,921 | $ | 31,704 | $ | 2,217 | 7.0% |
NM = Not Meaningful
Operating Revenues
Lease Revenues
The following table provides a summary of our lease revenues during the years ended December 31, 2022 and 2021 (dollars in thousands):
45
Table of Contents
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||||
| Same-property basis: | |||||||||||||
| Fixed lease payments | $ | 62,868 | $ | 64,212 | $ | (1,344) | (2.1)% | ||||||
| Participation rents | 6,351 | 4,589 | 1,762 | 38.4% | |||||||||
| Total – Same-property basis | 69,219 | 68,801 | 418 | 0.6% | |||||||||
| Properties acquired or disposed of: | |||||||||||||
| Fixed lease payments | 18,555 | 5,786 | 12,769 | 220.7% | |||||||||
| Participation rents | 1,352 | 630 | 722 | 114.6% | |||||||||
| Total – Properties acquired or disposed of | 19,907 | 6,416 | 13,491 | 210.3% | |||||||||
| Tenant reimbursements(1) | 110 | 101 | 9 | 8.9% | |||||||||
| Total Lease revenues | $ | 89,236 | $ | 75,318 | $ | 13,918 | 18.5% |
(1)Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Similar amounts were also recorded as property operating expenses during the respective periods.
Same-property Basis – 2022 compared to 2021
Lease revenues from fixed lease payments decreased primarily due to revenue from six leases (collectively leased to two separate tenants) being recognized on a cash basis during the year ended December 31, 2022, rather than a straight-line basis (as prescribed under GAAP) due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues. During the year ended December 31, 2022, we recognized aggregate fixed lease payments from these six leases of approximately $227,000, as compared to approximately $1.6 million during the prior year. See above under “—Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity” for further discussion on these leases. The decrease in lease revenues from fixed lease payments was also attributable to certain lease amendments and renewals executed, through which we decreased the fixed base rent component in exchange for either adding a participation rent component to the lease structure or reducing certain operating expenses for which the landlord was previously responsible. These decreases in fixed lease payments were partially offset by certain new leases, amendments, and renewals executed at higher rental rates and additional rents earned on capital improvements completed on certain of our farms.
The increase in participation rents was primarily driven by strong production (i.e., pounds per acre) on many of our pistachio farms coupled with continued strong demand for the crop, partially offset by weaker almond prices, as the almond market continued to be hampered with oversupply exacerbated by supply chain disruptions that occurred during the height of the COVID-19 pandemic.
Other – 2022 compared to 2021
Lease revenue from properties acquired or disposed of increased primarily due to additional revenues earned on new farms acquired subsequent to December 31, 2020.
The fluctuations in tenant reimbursement revenue are primarily driven by payments made by certain tenants on our behalf (pursuant to the lease agreements) to unconsolidated entities of ours that convey water to the respective properties. As such, the timing of tenant reimbursement revenue fluctuates as payments are made by our tenants.
Operating Expenses
Depreciation and Amortization
Depreciation and amortization expense increased primarily due to additional depreciation and amortization expense incurred on new farms acquired subsequent to December 31, 2020, as well as an increase in depreciation associated with additional capital expenditures on certain of our farms. The increase was partially offset by a decrease attributable to asset dispositions on certain of our farms and the expiration of certain lease intangible amortization periods.
Property-operating Expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties. The following table provides a summary of the property-operating expenses recorded during the years ended December 31, 2022 and 2021 (dollars in thousands):
46
Table of Contents
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||||
| Same-property basis | $ | 2,502 | $ | 2,352 | $ | 150 | 6.4% | ||||||
| Properties acquired or disposed of | 209 | 84 | 125 | 148.8% | |||||||||
| Tenant-reimbursed property operating expenses(1) | 108 | 100 | 8 | 8.0% | |||||||||
| Total Property operating expenses | $ | 2,819 | $ | 2,536 | $ | 283 | 11.2% |
(1)Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant. Similar amounts are also recorded as lease revenue when earned in accordance with the lease.
Same-property Basis – 2022 compared to 2021
Property operating expenses increased primarily due to higher property tax expenses, as well as additional legal fees incurred in connection with protecting water rights on certain farms in California. This increase was partially offset by a decrease in costs associated with our limited obligation to reimburse one of our tenants for certain water usage in accordance with the lease terms during the prior-year period, which obligation expired on December 31, 2021.
Other – 2022 compared to 2021
Property operating expenses on properties acquired or disposed of increased primarily due to additional miscellaneous property-operating expenses incurred on certain of the new farms we acquired subsequent to December 31, 2020.
The fluctuations in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases. Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities.
Related-Party Fees
The following table provides the calculations of the base management and incentive fees due to our Advisor pursuant to 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) for the years ended December 31, 2022 and 2021 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 6, “Related-Party Transactions,” within the accompanying notes to our condensed consolidated financial statements):
47
Table of Contents
| Quarters Ended | Year to Date | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31 | June 30 | September 30 | December 31 | |||||||||||||||
| FY 2022 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,357,800 | $ | 1,361,757 | $ | 1,390,646 | $1,427,482 | |||||||||||
| Quarterly rate | 0.150 | % | 0.150 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 2,037 | $ | 2,043 | $ | 2,086 | $ | 2,141 | $ | 8,307 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 378,299 | $ | 381,201 | $ | 364,955 | $ | 361,186 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 6,620 | $ | 6,671 | $ | 6,387 | $ | 6,321 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 8,275 | $ | 8,339 | $ | 7,983 | $ | 7,901 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 7,751 | $ | 4,819 | $ | 6,892 | $ | 7,944 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | 1,131 | $ | — | $ | 505 | $ | 1,580 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | — | — | 9 | ||||||||||||||
| Total Incentive fee(3) | $ | 1,131 | $ | — | $ | 505 | $ | 1,589 | $ | 3,225 | ||||||||
| Total fees due to Adviser, net | $ | 3,168 | $ | 2,043 | $ | 2,591 | $ | 3,730 | $ | 11,532 | ||||||||
| FY 2021 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,095,439 | $ | 1,101,071 | $ | 1,165,366 | $ | 1,223,935 | ||||||||||
| Quarterly rate | 0.125 | % | 0.125 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 1,370 | $ | 1,376 | $ | 1,748 | $ | 1,835 | $ | 6,329 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 228,161 | $ | 248,501 | $ | 304,164 | $ | 334,912 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 3,993 | $ | 4,349 | $ | 5,323 | $ | 5,861 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 4,991 | $ | 5,436 | $ | 6,654 | $ | 7,326 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 5,810 | $ | 3,867 | $ | 6,268 | $ | 8,968 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | 998 | $ | — | $ | 945 | $ | 1,466 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | 164 | — | — | 328 | ||||||||||||||
| Total Incentive fee(3) | $ | 1,162 | $ | — | $ | 945 | $ | 1,794 | $ | 3,901 | ||||||||
| Total fees due to Adviser, net | $ | 2,532 | $ | 1,376 | $ | 2,693 | $ | 3,629 | $ | 10,230 |
(1)As defined in the Advisory Agreements.
(2)As of the end of the respective prior quarters.
(3)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
48
Table of Contents
The base management fee increased primarily due to additional assets acquired since December 31, 2020, and an increase in the annual rate applied to the prior calendar quarter’s Gross Tangible Real Estate Assets (from 0.50% pursuant to the Prior Advisory Agreement to 0.60% pursuant to the Current Advisory Agreement), effective July 1, 2021.
Our Adviser earned incentive fees during each of the years ended December 31, 2022 and 2021 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreements) exceeding the required hurdle rate of the applicable equity base during each of the first, third, and fourth quarters of fiscal years 2022 and 2021.
The administration fee paid to our Administrator increased primarily due to hiring additional personnel and us using a higher overall share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses. General and administrative expenses increased during the year ended December 31, 2022, primarily due to an increase in professional fees (driven by higher audit fees and appraisal costs) and an increase in acquisition-related costs for investments no longer being pursued.
During the year ended December 31, 2022, we wrote off approximately $853,000 of costs (including approximately $798,000 of unamortized deferred offering costs) related to the Series C Offering due to an amendment that reduced the number of shares of Series C Preferred Stock to be offered. See Note 8, “Equity - Equity Issuances - Series C Preferred Stock,” in the accompanying notes to our condensed consolidated financial statements for additional discussion of the amendment of the Series C Offering.
A comparison of results of other components contributing to net loss attributable to common stockholders for the years ended December 31, 2022 and 2021 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||||
| Operating income | $33,921 | $31,704 | $2,217 | 7.0% | |||||||||
| Other income (expense) | |||||||||||||
| Other income | 3,441 | 2,291 | 1,150 | 50.2% | |||||||||
| Interest expense | (25,738) | (24,883) | (855) | 3.4% | |||||||||
| Dividends declared on Series A and Series D Term Preferred Stock | (3,019) | (3,068) | 49 | (1.6)% | |||||||||
| Loss on dispositions of real estate assets, net | (3,760) | (2,537) | (1,223) | 48.2% | |||||||||
| Property and casualty (loss) recovery, net | (56) | 68 | (124) | (182.4)% | |||||||||
| Loss from investments in unconsolidated entities | (73) | (61) | (12) | 19.7% | |||||||||
| Total other expense, net | (29,205) | (28,190) | (1,015) | 3.6% | |||||||||
| Net income | 4,716 | 3,514 | 1,202 | 34.2% | |||||||||
| Net income attributable to non-controlling interests | (8) | (19) | 11 | (57.9)% | |||||||||
| Net income attributable to the Company | 4,708 | 3,495 | 1,213 | 34.7% | |||||||||
| Aggregate dividends declared on and charges related to extinguishment of Series B and Series C cumulative redeemable preferred stock | (19,718) | (12,258) | (7,460) | 60.9% | |||||||||
| Net loss attributable to common stockholders | $ | (15,010) | $ | (8,763) | $ | (6,247) | 71.3% |
Other Income (Expense)
Other income, which generally consists of interest patronage received from Farm Credit (as defined in Note 4, “Borrowings,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments, increased primarily driven by additional interest patronage received from Farm Credit (primarily due to increased borrowings from Farm Credit) and higher interest rates earned on short-term investments.
During the three months ended March 31, 2022, we recorded approximately $2.8 million of interest patronage from Farm Credit related to interest accrued during 2021, and during the three months ended September 30, 2022, we received approximately $113,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2022 interest patronage (which relates to interest accrued during 2022 but is typically paid during the first half of 2023) early. In the aggregate, we
49
Table of Contents
recorded approximately $2.9 million of interest patronage from Farm Credit during the year ended December 31, 2022, as compared to approximately $2.2 million of interest patronage recorded during the prior-year period. 2021 interest patronage (which was recorded during the three months ended March 31, 2022), resulted in a 29.9% reduction (approximately 137 basis points) to the interest rate of such borrowings.
Interest expense increased primarily due to increased overall borrowings. The weighted- average principal balance of our aggregate borrowings (excluding our Series A Term Preferred Stock and Series D Term Preferred Stock) outstanding for the year ended December 31, 2022, was approximately $654.7 million, as compared to approximately $637.6 million for the prior-year period. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the overall effective interest rate charged on our aggregate borrowings was 3.77% and 3.72% for the years ended December 31, 2022 and 2021, respectively.
Losses on dispositions of real estate assets related to the disposals of certain irrigation and other improvements on certain of our farms.
The net property and casualty (loss) recovery related to net expenses incurred and insurance recoveries received for certain improvements that were damaged due to natural disasters.
The aggregate dividends paid on our Series B Preferred Stock and Series C Preferred Stock increased due to additional shares issued and outstanding during the current year.
Comparison of Results of Operations for the Years Ended December 31, 2021 and 2020
A comparison of our operating results for the years ended December 31, 2021 and 2020 was included in our Annual Report on Form 10-K for the year ended December 31, 2021, beginning on page 43 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the Securities and Exchange Commission, or SEC, on February 22, 2022.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under the Current MetLife Facility), and issuances of additional equity securities. Our current available liquidity is approximately $206.4 million, consisting of approximately $56.7 million in cash on hand and, based on the current level of collateral pledged, approximately $149.7 million of availability under the Current MetLife Facility (subject to compliance with covenants) and other undrawn notes or bonds. In addition, we currently have certain properties valued at a total of approximately $92.1 million that are unencumbered and eligible to be pledged as collateral.
Over 99.8% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate (after interest patronage) of 3.26% for another 4.9 years. In addition, the weighted-average remaining term of our notes and bonds payable is approximately 9.4 years. As such, with respect to our current borrowings, we have experienced minimal impact from the recent increases in interest rates, and we believe we are well-protected against any future interest rate increases. Despite ongoing volatility in the markets, based on discussions with our lenders, we do not believe there will be a credit freeze on agricultural lending in the near term. We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near- and long-term debt obligations and operating expenses.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our Series B Preferred Stock, Series C Preferred Stock, Series D Term Preferred Stock, and Series E Preferred Stock; making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available, funding capital improvements on existing farms and new farmland and farm-related acquisitions consistent with our investment strategy.
In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt; fund our current operating costs; pay dividends on our Series B Preferred Stock, Series C Preferred Stock, Series D Term Preferred Stock, and Series E Preferred Stock; and fund our distributions to stockholders (including non-controlling OP Unitholders). We expect to meet our long-term liquidity requirements through various sources of capital, including long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, shares of our Series E Preferred Stock,
50
Table of Contents
OP Units through our Operating Partnership as consideration for future acquisitions, and shares of common stock through our ATM Program), and other secured and unsecured borrowings.
We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related facilities. We continue to actively seek and evaluate acquisitions of additional farms and farm-related facilities that satisfy our investment criteria, and we have several properties that are in various stages of our due diligence process. However, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Operating Commitments and Obligations
See Note 7, “Commitments and Contingencies,” in the accompanying notes to our consolidated financial statements for additional discussion around certain operating and ground lease obligations.
Cash Flow Resources
The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2022 and 2021 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | $ Change | % Change | ||||||||||||
| Net change in cash from: | |||||||||||||||
| Operating activities | $ | 43,788 | $ | 32,377 | $ | 11,411 | 35.2% | ||||||||
| Investing activities | (85,484) | (295,001) | 209,517 | 71.0% | |||||||||||
| Financing activities | 86,129 | 270,114 | (183,985) | (68.1)% | |||||||||||
| Net change in Cash and cash equivalents | $ | 44,433 | $ | 7,490 | $ | 36,943 | 493.2% |
Operating Activities
The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses. Cash provided by operating activities increased primarily due to additional rental payments received from tenants and interest patronage received from Farm Credit, partially offset by an increase in fees paid to our Advisor and increases in the amount of interest payments made.
Investing Activities
The decrease in cash used in investing activities was primarily due to a decrease in aggregate cash paid for acquisitions of new farms, partially offset by an increase in the amount of cash paid for capital improvements on existing farms during the current year.
Financing Activities
The decrease in cash provided by financing activities was primarily due to a decrease in aggregate net borrowings of approximately $85.7 million, the issuance of our Series D Term Preferred Stock in the first quarter of 2021 (which, after voluntarily redeeming our Series A Term Preferred Stock in full, resulted in net cash proceeds of approximately $31.6 million), a decrease in aggregate net cash proceeds received from equity offerings (including our common stock and the Series C Preferred Stock) of approximately $52.4 million, and an increase in aggregate distributions paid on our preferred stock (including our Series B Preferred Stock and our Series C Preferred Stock) and common stock of approximately $7.7 million. In addition, during the year ended December 31, 2022, we paid approximately $7.7 million to redeem 204,778 OP Units.
Debt Capital
MetLife Facility
The Current MetLife Facility currently consists of an aggregate of $75.0 million of revolving equity lines of credit and an aggregate of $175.0 million of term notes. We currently have $100,000 outstanding under the lines of credit and $36.9 million outstanding on the term notes. While $213.0 million of the full commitment amount under the Current MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $110.3 million of
51
Table of Contents
availability under the Current MetLife Facility. The draw period for both term notes expires on December 31, 2024, after which MetLife has no obligation to disburse any additional undrawn funds under the term notes.
Farmer Mac Facility
Our agreement with Farmer Mac provides for bond issuances up to an aggregate amount of $225.0 million (the “Farmer Mac Facility”) by May 31, 2023, after which, Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility.
Farm Credit and Other Lenders
Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 4, “Borrowings,” within the accompanying notes to our consolidated financial statements). We also have borrowing relationships with several other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships. In addition, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.
Equity Capital
The following table provides information on equity sales that have occurred since January 1, 2022 (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) | 6,701,987 | $ | 24.76 | $ | 165,941 | $ | 152,470 | ||||||
| Series E Preferred Stock | 34,600 | 24.96 | 864 | 779 | |||||||||
| Common Stock – ATM Program | 1,503,969 | 23.49 | 35,325 | 34,946 |
(1)Net of selling commissions and dealer-manager fees or underwriting discounts and commissions (in each case, as applicable).
(2)Excludes share redemptions and shares issued pursuant to the DRIP.
Our Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to our consolidated financial statements) 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. To date, we have issued approximately $253.8 million of Series C Preferred Stock (including $1.2 million issued pursuant to the DRIP), $60.4 million of Series D Term Preferred Stock, $864,000 of Series E Preferred Stock, and $280.9 million of common stock (including common stock issued to redeem OP Units) under the Registration Statement.
In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of December 31, 2022 , we did not have any off-balance sheet arrangements.
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our board of directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and
52
Table of Contents
potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO.
Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
•Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis.
•Other adjustments. We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
•Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and lease incentives and accretion related to below-market lease values, other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.
•Amortization of debt issuance costs. The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.
•Other adjustments. We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly. We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
FFO, CFFO and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average
53
Table of Contents
number of total shares (including shares of our common stock and OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period. We believe that diluted earnings per share is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share. Because many REITs provide Diluted FFO, CFFO, and AFFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the years ended December 31, 2022, 2021, and 2020 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
| For the Years Ended December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||||
| Net income | $ | 4,716 | $ | 3,514 | $ | 4,955 | ||||||||
| Less: Aggregate dividends declared on and charges related to extinguishment of Series B Preferred Stock and Series C Preferred Stock(1) | (19,718) | (12,258) | (9,322) | |||||||||||
| Net loss attributable to common stockholders and non-controlling OP Unitholders | (15,002) | (8,744) | (4,367) | |||||||||||
| Plus: Real estate and intangible depreciation and amortization | 35,366 | 27,183 | 16,655 | |||||||||||
| Plus: Losses on dispositions of real estate assets, net | 3,760 | 2,537 | 2,180 | |||||||||||
| Adjustments for unconsolidated entities(2) | 57 | 36 | 18 | |||||||||||
| FFO available to common stockholders and non-controlling OP Unitholders | 24,181 | 21,012 | 14,486 | |||||||||||
| Plus: Acquisition- and disposition-related expenses | 438 | 355 | 210 | |||||||||||
| Plus (less): Other nonrecurring charges (receipts), net(3) | 1,023 | (12) | 159 | |||||||||||
| CFFO available to common stockholders and non-controlling OP Unitholders | 25,642 | 21,355 | 14,855 | |||||||||||
| Net rent adjustments | (2,835) | (2,371) | (1,305) | |||||||||||
| Plus: Amortization of debt issuance costs | 1,085 | 1,172 | 756 | |||||||||||
| Plus: Other non-cash charges, net(4) | 907 | 246 | 40 | |||||||||||
| AFFO available to common stockholders and non-controlling OP Unitholders | $ | 24,799 | $ | 20,402 | $ | 14,346 | ||||||||
| Weighted-average common stock outstanding—basic and diluted | 34,563,460 | 30,357,268 | 22,258,121 | |||||||||||
| Weighted-average common non-controlling OP Units outstanding | 61,714 | 166,067 | 131,745 | |||||||||||
| Weighted-average total common shares outstanding | 34,625,174 | 30,523,335 | 22,389,866 | |||||||||||
| Diluted FFO per weighted-average total common share | $ | 0.70 | $ | 0.69 | $ | 0.65 | ||||||||
| Diluted CFFO per weighted-average total common share | $ | 0.74 | $ | 0.70 | $ | 0.66 | ||||||||
| Diluted AFFO per weighted-average total common share | $ | 0.72 | $ | 0.67 | $ | 0.64 | ||||||||
| Distributions declared per total common share | $ | 0.55 | $ | 0.54 | $ | 0.54 |
(1)Includes (i) cash dividends paid on our Series B Preferred Stock and Series C Preferred Stock, (ii) the value of additional shares of Series C Preferred Stock issued pursuant to the DRIP, and (iii) the pro-rata write-off of offering costs related to shares of Series B Preferred Stock and Series C Preferred Stock that were redeemed during the respective periods.
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.
(3)Consists primarily of (i) costs related to the reduction in size of the Series C Offering that were expensed during the year ended December 31, 2022, (ii) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of damage caused to certain improvements by natural disasters on certain of our farms, (iii) one-time listing fees related to our Series D Term Preferred Stock, (iv) certain one-time costs related to the early redemption of our Series A Term Preferred Stock, and (v) for 2020 only, the write-off of certain unallocated costs related to a prior universal registration statement and costs expensed during the year related to an aborted offering.
(4)Consists of (i) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), (ii) the pro-rata write-off of offering costs related to shares of the Series B Preferred Stock and Series C Preferred Stock that were redeemed, which were noncash charges, and (iii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities during the respective periods.
Net Asset Value
Real estate companies are required to record real estate using the historical cost basis of the real estate, adjusted for accumulated depreciation and amortization, and, as a result, the carrying value of the real estate does not typically change as the
54
Table of Contents
fair value of the assets change. Thus, one challenge is determining the fair value of the real estate in order to allow stockholders to see the value of the real estate increase or decrease over time, which we believe is useful to our investors.
Determination of Fair Value
Our Board of Directors reviews and approves the valuations of our properties pursuant to a valuation policy approved by our Board of Directors (the “Valuation Policy”). Such review and approval occurs in three phases: (i) prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials that are provided by professionals of the Adviser and Administrator, with oversight and direction from the chief valuation officer, who is also employed by the Administrator (collectively, the “Valuation Team”); (ii) the valuation committee of the Board of Directors (the “Valuation Committee”), which is comprised entirely of independent directors, meets to review the valuation recommendations and supporting materials; and (iii) after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee’s findings to the entire Board of Directors so that the full Board of Directors may review and approve the fair values of our properties in accordance with the Valuation Policy. Further, on a quarterly basis, the Board of Directors reviews the Valuation Policy to determine if changes thereto are advisable and also reviews whether the Valuation Team has applied the Valuation Policy consistently.
Per the Valuation Policy, our valuations are generally derived based on the following:
•For properties acquired within 12 months prior to the date of valuation, the purchase price of the property will generally be used as the current fair value unless overriding factors apply. In situations where OP Units are issued as partial or whole consideration in connection with the acquisition of a property, the fair value of the property will generally be the lower of: (i) the agreed-upon purchase price between the seller and the buyer (as shown in the purchase and sale agreement or contribution agreement and using the agreed-upon pricing of the OP Units, if applicable), or (ii) the value as determined by an independent, third-party appraiser.
•For real estate we acquired more than one year prior to the date of valuation, we determine the fair value either by relying on estimates provided by independent, third-party appraisers or through an internal valuation process. In addition, if significant capital improvements take place on a property, we will typically have those properties reappraised upon completion of the project by an independent, third-party appraiser. In any case, we intend to have each property valued by an independent, third-party appraiser via a full appraisal at least once every three years, with interim values generally being determined by either: (i) a restricted appraisal (a “desk appraisal”) performed by an independent, third-party appraiser, or (ii) our internal valuation process.
Various methodologies were used, both by the appraisers and in our internal valuations, to determine the fair value of our real estate, including the sales comparison, income capitalization (or a discounted cash flow analysis), and cost approaches of valuation. In performing their analyses, the appraisers typically (i) conducted site visits to the properties (where full appraisals were performed), (ii) discussed each property with our Adviser and reviewed property-level information, including, but not limited to, property operating data, prior appraisals (as available), existing lease agreements, farm acreage, location, access to water and water rights, potential for future development, and other property-level information, and (iii) reviewed information from a variety of sources about regional market conditions applicable to each of our properties, including, but not limited to, recent sale prices of comparable farmland, market rents for similar farmland, estimated marketing and exposure time, market capitalization rates, and the current economic environment, among others. In performing our internal valuations, we will consider the most recent appraisal available and use similar methodologies in determining an updated fair value. We will also obtain updated market data related to the property, such as updated sales and market rent comparisons and market capitalization rates, and perform an updated assessment of the tenants’ credit risk profiles, among others. Sources of this data may come from market inputs from recent acquisitions of our own portfolio of real estate, recent appraisals of properties we own that are similar in nature and in the same region (as applicable) as the property being valued, market conditions and trends we observe in our due diligence process, and conversations with appraisers, brokers, and farmers.
A breakdown of the methodologies used to value our properties and the aggregate value as of December 31, 2022, determined by each method is shown in the table below (dollars in thousands, except in footnotes):
| Valuation Method | Number of Farms | Total Acres | Farm Acres | Acre-feet of Water | Net CostBasis(1) | Current Fair Value | % of Total Fair Value | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase Price | 5 | 3,134 | 2,707 | — | $ | 64,026 | $ | 64,928 | 4.1% | |||||||||
| Internal Valuation | 3 | 6,189 | 4,730 | — | 20,438 | 36,000 | 2.3% | |||||||||||
| Third-party Appraisal(2) | 161 | 106,408 | 88,701 | 45,000 | 1,286,100 | 1,467,344 | 93.6% | |||||||||||
| Total | 169 | 115,731 | 96,138 | 45,000 | $ | 1,370,564 | $ | 1,568,272 | 100.0% |
(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 paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization.
55
Table of Contents
(2)Appraisals performed between March 2022 and December 2022.
Some of the significant assumptions used by appraisers and the Valuation Team in valuing our portfolio as of December 31, 2022, include land values per farmable acre, market rental rates per farmable acre and the resulting net operating income (“NOI”) at the property level, and capitalization rates, among others. These assumptions were applied on a farm-by-farm basis and were selected based on several factors, including comparable land sales, surveys of both existing and current market rates, discussions with other brokers and farmers, soil quality, size, location, and other factors deemed appropriate. A summary of these significant assumptions is provided in the following table:
| Appraisal Assumptions | Internal Valuation Assumptions | ||||||
|---|---|---|---|---|---|---|---|
| Range (Low - High) | Weighted Average | Range (Low - High) | Weighted Average | ||||
| Land Value (per farmable acre) | $707 – $123,280 | $34,921 | $5,512 – $5,512 | $5,512 | |||
| Market NOI (per farmable acre) | $25 – $4,215 | $2,078 | N/A | N/A | |||
| Market Capitalization Rate | 3.75% – 10.50% | 5.40% | N/A | N/A |
Note: Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made relating to farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing), as their aggregate value was considered to be insignificant in relation to that of the farmland.
Our Valuation Team reviews the appraisals, including the significant assumptions and inputs used in determining the appraised values, and considers any developments that may have occurred since the time the appraisals were performed. Developments considered that may have an impact on the fair value of our real estate include, but are not limited to, changes in tenant credit profiles, changes in lease terms (such as expirations and notices of non-renewals or to vacate), and potential asset sales (particularly those at prices different from the appraised values of our properties).
Management believes that the purchase prices of the farms acquired during the previous 12 months and the most recent appraisals available for the farms acquired prior to the previous 12 months fairly represent the current market values of the properties as of December 31, 2022, and, accordingly, did not make any adjustment to these values.
A quarterly roll-forward of the change in our portfolio value for the three months ended December 31, 2022, from the prior value basis as of September 30, 2022, is provided in the table below (dollars in thousands):
| Total portfolio fair value as of September 30, 2022 | $ | 1,556,028 | ||
|---|---|---|---|---|
| Plus: Acquisitions of new farms during the three months ended December 31, 2022 | 3,100 | |||
| Plus net value appreciation during the three months ended December 31, 2022: | ||||
| Farms valued via third-party appraisals | $ | 9,144 | ||
| Total net appreciation for the three months ended December 31, 2022 | 9,144 | |||
| Total portfolio fair value as of December 31, 2022 | $ | 1,568,272 |
Management also determined fair values of all of its long-term borrowings and preferred stock. Using a discounted cash flow analysis, management determined that the fair value of all long-term encumbrances on our properties as of December 31, 2022, was approximately $569.1 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of approximately $629.9 million. The fair values of our Series B Preferred Stock and Series D Term Preferred Stock were determined using the closing stock prices as of December 31, 2022, of $23.51 per share and $23.41 per share, respectively. Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of our Series C Preferred Stock to be $25.00 per share as of December 31, 2022 (see Exhibit 99.1 to this Form 10-K).
Calculation of Estimated Net Asset Value
To provide our stockholders with an estimate of the fair value of our real estate assets, we intend to estimate the fair value of our farms and farm-related properties and provide an estimated net asset value (“NAV”) on a quarterly basis. NAV is a non-GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective cost bases. Further, we calculate NAV per common share by dividing NAV by our total common shares outstanding (consisting of our common stock and OP Units held by non-controlling limited partners).
The fair values presented above and their usage in the calculation of net asset value per share presented below have been prepared by and is the responsibility of management. PricewaterhouseCoopers LLP has neither examined, compiled, nor performed any procedures with respect to the fair values or the calculation of net asset value per common share, which utilizes
56
Table of Contents
information that is not disclosed within the financial statements, and, accordingly, does not express an opinion or any other form of assurance with respect thereto.
As of December 31, 2022, we estimate the NAV per common share to be $17.08. A reconciliation of NAV to total equity, which we believe is the most directly-comparable GAAP measure, is provided below (dollars in thousands, except per-share data):
| Total equity per balance sheet | $ | 731,362 | ||
|---|---|---|---|---|
| Fair value adjustment for long-term assets: | ||||
| Less: net cost basis of tangible and intangible real estate holdings(1) | $ | (1,370,564) | ||
| Plus: estimated fair value of real estate holdings(2) | 1,568,272 | |||
| Net fair value adjustment for real estate holdings | 197,708 | |||
| Fair value adjustment for long-term liabilities: | ||||
| Plus: book value of aggregate long-term indebtedness(3) | 690,229 | |||
| Less: fair value of aggregate long-term indebtedness(3)(4) | (625,675) | |||
| Net fair value adjustment for long-term indebtedness | 64,554 | |||
| Estimated NAV | $ | 993,624 | ||
| Less: aggregate fair value of Series B Preferred Stock and Series C Preferred Stock(5) | (394,811) | |||
| Estimated NAV available to common stockholders and non-controlling OP Unitholders | $ | 598,813 | ||
| Total common shares and non-controlling OP Units outstanding | 35,050,397 | |||
| Estimated NAV per common share and non-controlling OP Unit | $ | 17.08 |
(1)Per Net Cost Basis as presented in the table above.
(2)Per Current Fair Value as presented in the table above.
(3)Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series D Term Preferred Stock.
(4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series D Term Preferred Stock was valued based on its closing stock price as of December 31, 2022.
(5)The Series B Preferred Stock was valued based on its closing stock price as of December 31, 2022, while the Series C Preferred Stock was valued at its liquidation value, as discussed above.
A quarterly rollforward in the estimated NAV per common share and OP Unit for the three months ended December 31, 2022, is provided below:
| Estimated NAV per common share and non-controlling OP Unit as of September 30, 2022 | $ | 16.56 | ||
|---|---|---|---|---|
| Less net loss attributable to common stockholders and non-controlling OP Unitholders | (0.14) | |||
| Adjustments for net change in valuations: | ||||
| Net change in unrealized fair value of farmland portfolio(1) | $ | 0.36 | ||
| Net change in unrealized fair value of long-term indebtedness | 0.05 | |||
| Net change in valuations | 0.41 | |||
| Less distributions on common stock and non-controlling OP Units | (0.14) | |||
| Plus net accretive effect of equity issuances | 0.39 | |||
| Estimated NAV per common share and non-controlling OP Unit as of December 31, 2022 | $ | 17.08 |
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) an increase of $0.26 per share due to the net appreciation in value of the farms that were valued during the three months ended December 31, 2022, (ii) an increase of $0.27 per share due to the aggregate depreciation and amortization expense recorded during the three months ended December 31, 2022, and (iii) a decrease of $0.17 per share due to net asset dispositions or capital improvements made on certain farms that have not yet been considered in the determination of the respective farms’ estimated fair values.
Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs. In addition, the trading price of our common shares may differ significantly from our most recent estimated NAV per common share calculation. For example, while we estimated our NAV per common share to be $17.08 as of December 31, 2022, based on the calculation above, the closing price of our common stock on December 31, 2022, was $18.35 per share.
The determination of estimated NAV is subjective and involves a number of assumptions, judgments, and estimates, and minor adjustments to these assumptions, judgments, or estimates may have a material impact on our overall portfolio valuation. In addition, many of the assumptions used are sensitive to market conditions and can change frequently. Changes in the market environment and other events that may occur during our ownership of these properties may cause the values reported above to
57
Table of Contents
vary from the actual fair value that may be obtained in the open market. Further, while management believes the values presented reflect current market conditions, the ultimate amount realized on any asset will be based on the timing of such dispositions and the then-current market conditions. There can be no assurance that the ultimate realized value upon disposition of an asset will approximate the estimated fair value above.
FY 2021 10-K MD&A
SEC filing source: 0001495240-22-000004.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-K.
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged in the business of owning and leasing farmland. We are not a grower of crops, nor do we typically farm the properties we own. We currently own 164 farms comprised of 112,542 acres across 15 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 99.4% of the units of limited partnership interest in the Operating Partnership (“OP Units”). In addition, we have elected for Gladstone Land Advisers, Inc. (“Land Advisers”), a wholly-owned subsidiary of ours, to be treated as a taxable REIT subsidiary (“TRS”).
Gladstone Management Corporation (our “Adviser”) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our “Administrator”), provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.
As of February 18, 2022:
•we owned 164 farms comprised of 112,542 total acres across 15 states in the U.S.;
•our occupancy rate (based on gross acreage) was 100.0%, and our farms were leased to 85 different, unrelated third-party tenants growing over 60 different types of crops;
•the weighted-average remaining lease term across our agricultural real estate holdings was 6.7 years; and
•the weighted-average term to maturity of our notes and bonds payable was 9.8 years, and the weighted-average remaining fixed-price term of our borrowings was 5.6 years, with an expected weighted-average effective interest rate of 3.36% over that term.
Portfolio Diversification
Since our initial public offering in January 2013 (the “IPO”), we have expanded our portfolio from 12 farms leased to 7 different, unrelated third-party tenants to a current portfolio of 164 farms leased to 85 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our focus remains in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of December 31, 2021 and 2020 (dollars in thousands):
35
Table of Contents
| As of and For the Year Ended December 31, 2021 | As of and For the Year Ended December 31, 2020 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| State | Number of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | Number of Farms | Total Acres | % of Total Acres | Lease Revenue | % of Total Lease Revenue | ||||||||||||||
| California(1) | 62 | 33,027 | 29.3% | $ | 49,644 | 65.9% | 55 | 25,197 | 24.9% | $ | 31,536 | 55.3% | ||||||||||||
| Florida | 26 | 22,591 | 20.1% | 13,675 | 18.2% | 23 | 20,770 | 20.5% | 13,342 | 23.4% | ||||||||||||||
| Colorado | 12 | 32,773 | 29.1% | 2,675 | 3.6% | 12 | 32,773 | 32.4% | 3,264 | 5.7% | ||||||||||||||
| Washington | 3 | 1,384 | 1.2% | 2,384 | 3.2% | 3 | 1,384 | 1.4% | 531 | 1.0% | ||||||||||||||
| Arizona | 6 | 6,280 | 5.6% | 1,951 | 2.6% | 6 | 6,280 | 6.2% | 4,739 | 8.3% | ||||||||||||||
| Nebraska | 9 | 7,782 | 6.9% | 1,588 | 2.1% | 9 | 7,782 | 7.7% | 1,556 | 2.7% | ||||||||||||||
| Michigan | 23 | 1,892 | 1.7% | 1,040 | 1.4% | 15 | 962 | 1.0% | 723 | 1.3% | ||||||||||||||
| Oregon | 5 | 726 | 0.6% | 854 | 1.1% | 3 | 418 | 0.4% | 528 | 0.9% | ||||||||||||||
| Maryland | 6 | 987 | 0.9% | 476 | 0.6% | 4 | 759 | 0.8% | 135 | 0.2% | ||||||||||||||
| Texas | 1 | 3,667 | 3.3% | 450 | 0.6% | 1 | 3,667 | 3.6% | 450 | 0.8% | ||||||||||||||
| South Carolina | 3 | 597 | 0.5% | 244 | 0.3% | 3 | 597 | 0.6% | 47 | 0.1% | ||||||||||||||
| North Carolina | 2 | 310 | 0.3% | 150 | 0.2% | 2 | 310 | 0.3% | 153 | 0.3% | ||||||||||||||
| Delaware | 1 | 180 | 0.2% | 81 | 0.1% | 1 | 180 | 0.2% | 27 | —% | ||||||||||||||
| New Jersey | 3 | 116 | 0.1% | 75 | 0.1% | — | — | —% | — | —% | ||||||||||||||
| Georgia | 2 | 230 | 0.2% | 31 | —% | — | — | —% | — | —% | ||||||||||||||
| TOTALS | 164 | 112,542 | 100.0% | $ | 75,318 | 100.0% | 137 | 101,079 | 100.0% | $ | 57,031 | 100.0% |
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual or semi-annual basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 121 of our farms are leased on a pure, triple-net basis, 40 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), and 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs). Additionally, 35 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms.
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2021 (dollars in thousands):
| Year | Number ofExpiringLeases(1) | Expiring Leased Acreage | % of Total Acreage | Lease Revenues for the Year ended December 31, 2021 | % of Total Lease Revenues | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022(2) | 7 | 27,844 | 24.7% | $ | 5,279 | 7.0% | ||||||
| 2023 | 14 | 12,632 | 11.2% | 7,846 | 10.4% | |||||||
| 2024 | 8 | 10,219 | 9.1% | 2,692 | 3.6% | |||||||
| 2025 | 9 | 14,133 | 12.6% | 6,968 | 9.3% | |||||||
| 2026 | 9 | 7,258 | 6.5% | 4,808 | 6.4% | |||||||
| Thereafter | 50 | 40,456 | 35.9% | 47,619 | 63.2% | |||||||
| Other(3) | 4 | — | —% | 106 | 0.1% | |||||||
| Totals | 101 | 112,542 | 100.0% | $ | 75,318 | 100.0% |
(1)Certain lease agreements encompass multiple farms.
(2)Includes one lease that was renewed subsequent to December 31, 2021 (see “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity” below for a summary of this and certain other recent leasing activities).
36
Table of Contents
(3)Consists of ancillary leases (e.g., oil, gas, and mineral leases, telecommunications leases, etc.) with varying expirations on certain of our farms.
We currently have one agricultural lease scheduled to expire within the next six months on a farm in California. We are currently in negotiations with the existing tenant on the farm, as well as other potential tenants, and we anticipate being able to renew the lease at its current market rental rate without incurring any downtime on the farm. We currently anticipate the rental rates on this lease renewal to be relatively flat compared to that of the existing lease. Regarding all upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Recent Developments
Portfolio Activity
Property Acquisitions
Since January 1, 2021, through the date of this filing, we have acquired 27 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) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | — | 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 | 51 | 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 | 184 | 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 | |||||||||||||||
| Lerdo Highway (Phase III)(3)(6) | Kern, CA | 10/8/2021 | 1,291 | 1 | Conventional & organic almonds, conventional & organic pistachios, and banked water | 10.1 years | 3 (10 years) | 42,959 | 90 | 1,981 | |||||||||||||||
| Raymond Road(3) | Madera, CA | 10/21/2021 | 219 | 1 | Almonds | 10.0 years | 1 (5 years) | 3,300 | 78 | 183 | |||||||||||||||
| Cogdell Highway | Atkinson, GA | 11/12/2021 | 230 | 2 | Blueberries | 14.8 years | None | 2,850 | 45 | 224 | |||||||||||||||
| Chuckhole Lane(7) | Umatilla, OR | 11/23/2021 | 165 | 1 | Wine grapes | 9.9 years | 2 (10 years) | 2,383 | 117 | 139 | |||||||||||||||
| West Lerdo Highway(3)(8) | Kern, CA | 12/3/2021 | 2,635 | 1 | Pistachios | 2.9 years | None | 88,000 | 97 | 4,395 | |||||||||||||||
| Farm Road | Charlotte, FL | 12/16/2021 | 1,204 | 1 | Sod, watermelons, and cattle | 5.0 years | 1 (5 years) | 7,350 | 94 | 388 | |||||||||||||||
| 11,463 | 27 | $ | 294,494 | $ | 1,340 | $ | 16,163 |
(1)Includes approximately $78,000 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. Income is not currently being earned on the value attributable to the water. See Note 3, “Real Estate and Intangible Assets—Investments in Water Assets,” within the accompanying notes to our consolidated financial statements 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. Income is not currently being earned on the value attributable to the water. See Note 3, “Real Estate and Intangible Assets—Investments in Water Assets,” within the accompanying notes to our consolidated financial statements for additional information on this water.
37
Table of Contents
(6)As part of the acquisition of this property, we acquired a contract to purchase 19,670 acre-feet of water stored with Semitropic Water Storage District, 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. Income is not currently being earned on the value attributable to the water. See Note 3, “Real Estate and Intangible Assets—Investments in Water Assets,” within the accompanying notes to our consolidated financial statements for additional information on this water.
(7)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 an irrigation system providing water to this and other neighboring properties. Our acquired ownership, which equated to a 9.1% interest in the LLC, was valued at approximately $2.1 million at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets. See Note 2, “Summary of Significant Accounting Policies—Investments in Unconsolidated Entities,” within the accompanying notes to our consolidated financial statements for further information for our aggregate ownership interest in this and other LLCs.
(8)Lease provides for an initial term of 9.9 years but also includes an annual tenant termination option, effective as of the end of the lease year (as defined within the lease) following the exercise of such termination option. 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.
Existing Properties
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2021, through the date of this filing (dollars in thousands, except for footnotes):
| PRIOR LEASES(1) | NEW LEASES(2) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farm Locations | Number of Leases | Total Farm Acres | TotalAnnualizedStraight-lineRent(3) | # of Leases with Participation Rents | LeaseStructures(# of NNN/ NN / N)(4) | Total Annualized Straight-line Rent(3)(5) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN / N)(4) | ||||||
| AZ, CA, CO, FL, GA, MI, & NE | 22 | 27,002 | $ | 8,299 | 5 | 15 / 7 / 0 | $ | 7,794 | 4.6 | 1 | 15 / 7 / 0 |
(1)Prior leases include certain leases that were terminated early during year ended December 31, 2021. In connection with these early terminations, during the year ended December 31, 2021, we wrote off aggregate deferred rent and rent receivable balances of approximately $127,000 against lease revenue. Upon termination of these leases, we entered into new leases with new tenants, effective immediately, which are included in the above table.
(2)In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.
(3)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents.
(4)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.”
(5)Total annualized straight-line rent for new leases is net of a one-time fixed payment of $560,000 we agreed to pay in connection with one lease to cover the majority of the operating expenses on the farm in exchange for adding a significant participation rent component into the lease.
Financing Activity
Debt Activity
From January 1, 2021, through the date of this filing, we entered into the following loan agreements (dollars in thousands):
38
Table of Contents
| Lender | Date of Issuance | Amount | Maturity Date | Principal Amortization | Stated Interest Rate | ExpectedEffectiveInterestRate(1) | Interest Rate Terms | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Farm Credit West, FLCA | 1/28/2021 | $ | 2,073 | 11/1/2045 | 24.5 years | 3.23% | 2.20% | Fixed through 12/31/2027 (variable thereafter) | ||||||||
| Farmer Mac(2) | 2/4/2021 | 2,460 | 10/31/2028 | 25.0 years | 3.13% | 3.13% | Fixed throughout term | |||||||||
| Mid Atlantic Farm Credit, ACA | 3/3/2021 | 960 | 6/1/2045 | 24.4 years | 3.80% | 3.31% | Fixed through 1/31/2031 (variable thereafter) | |||||||||
| Rabo AgriFinance, LLC(3) | 3/11/2021 | 3,780 | 12/1/2030 | 25.0 years | 3.27% | 3.27% | Fixed throughout term | |||||||||
| Rabo AgriFinance, LLC(3) | 3/11/2021 | 630 | 12/1/2022 | None (interest only) | 2.44% | 2.44% | Fixed throughout term | |||||||||
| GreenStone Farm Credit Services, FLCA | 8/17/2021 | 7,980 | 8/1/2046 | 25.5 years | 4.00% | 2.74% | 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% | 2.75% | 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% | 2.75% | Fixed through 9/30/2031 (variable thereafter) | |||||||||
| Farmer Mac(2) | 11/10/2021 | 1,290 | 12/30/2030 | 25.0 years | 3.32% | 3.32% | Fixed throughout term | |||||||||
| Rabo AgriFinance, LLC(3) | 11/10/2021 | 22,620 | 12/1/2030 | 25.0 years | 3.42% | 3.42% | Fixed throughout term | |||||||||
| Farm Credit Florida, ACA | 12/13/2021 | 3,174 | 1/1/2047 | 25.0 years | 4.13% | 3.45% | Fixed through 12/31/2031 (variable thereafter) | |||||||||
| Farmer Mac(2) | 1/11/2022 | 1,980 | 12/30/2030 | 20.0 years | 3.31% | 3.31% | Fixed throughout term | |||||||||
| Northwest Farm Credit Services, FLCA | 2/1/2022 | 1,442 | 2/1/2032 | 20.1 years | 4.65% | 3.40% | Fixed throughout term | |||||||||
| Total / Weighted-averages | $ | 71,189 | 3.62% | 3.06% |
(1)On borrowings from the various Farm Credit associations, we receive interest patronage, or refunded interest, which is typically received in the calendar year following the year in which the related interest expense was accrued. The expected effective interest rates reflected in the table above are the interest rates net of expected interest patronage, which is based on either historical patronage actually received (for pre-existing lenders whom we have received interest patronage from) or indications from the respective lenders of estimated patronage to be paid (for new lenders). See Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements for additional information on interest patronage.
(2)Bond issued under our facility with Federal Agricultural Mortgage Corporation (“Farmer Mac”).
(3)Loans were issued as variable-rate loans but were fixed subsequent to their issuance through our entry into interest rate swap agreements with the lender (as counterparty). See Note 4, “Borrowings—Interest Rate Swap Agreements,” in the accompanying notes to our consolidated financial statements for further discussion on these agreements.
Proceeds from these financings were used to fund new acquisitions, repay existing indebtedness, and for general corporate purposes. In connection with securing the above borrowings, Gladstone Securities LLC (“Gladstone Securities”), an affiliate of ours, earned total financing fees of $114,000.
MetLife Facility
On February 3, 2022, we amended our credit facility with Metropolitan Life Insurance Company (“MetLife”), which previously consisted of a $75.0 million long-term note payable (the “2020 MetLife Term Note”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the 2020 MetLife Term Note, the “2020 MetLife Facility”). Pursuant to the amendment, our credit facility with MetLife now consists of the 2020 MetLife Term Note, the MetLife Lines of Credit, and a new $100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the 2020 MetLife Term Note and the MetLife Lines of Credit, the “2022 MetLife Facility”).
The 2022 MetLife Term Note is scheduled to mature on January 5, 2032, and the interest rates on future disbursements under the 2022 MetLife Term Note will be based on the 10-year U.S. Treasury at the time of such disbursements, with the initial disbursement priced based on the 10-year U.S. Treasury plus a spread to be determined by the lender. In addition, through December 31, 2024, the 2022 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 2022 MetLife Term Note). If the full commitment of $100.0 million is not utilized by December 31, 2024, MetLife has no obligation to disburse the remaining funds under the 2022 MetLife Term Note. All other material items of the MetLife Facility remained unchanged.
As part of this amendment, we paid an origination fee of $250,000 to MetLife and a financing fee of $80,000 to Gladstone Securities. For information on the pertinent terms of the issuances under the 2020 MetLife Facility, refer to Note 4, “Borrowings—MetLife Facility,” within the accompanying notes to our condensed consolidated financial statements.
Farm Credit Notes Payable—Interest Patronage
39
Table of Contents
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 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. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.
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 selling concessions and underwriting fees, 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 status 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.
Redemption of Series A Term Preferred Stock
On February 12, 2021, we redeemed all of our outstanding shares of our 6.375% Series A Cumulative Term Preferred Stock, par value $0.01 per share (the “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. 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 ending March 31, 2021, we wrote off approximately $127,000 of unamortized issuance costs related to the issuance of the Series A Term Preferred Stock.
Equity Activity
Series C Preferred Stock
On April 3, 2020, we filed a 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 6.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). Under the Series C Offering, we may sell up to 20,000,000 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 6,000,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) to those holders of the Series C Preferred Stock who do not elect to opt-out of such plan. See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” within the accompanying notes to our consolidated financial statements for more details on the dealer-manager agreement entered into with Gladstone Securities in connection with the Series C Offering.
The following table summarizes the sales of our Series C Preferred Stock that occurred since January 1, 2021, through the date of this filing (dollars in thousands, except per-share amounts and footnotes):
| Number ofShares Sold(1) | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(2) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3,070,535 | $ | 24.83 | $ | 76,228 | $ | 69,855 |
(1)Excludes share redemptions and shares issued pursuant to the DRIP. From January 1, 2021, through the date of this filing, we redeemed 10,920 shares and issued approximately 11,021 shares of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $6.4 million.
40
Table of Contents
The Primary Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either June 1, 2025 (unless terminated earlier or extended by our Board of Directors), or the date on which all 20,000,000 shares in the Primary Series C Offering are sold. There is currently no public market for shares of the Series C Preferred Stock; however, we intend to apply to list the Series C Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the Series C Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.
Common Stock—At-the-Market Program
On May 12, 2020, we entered into new equity distribution agreements with Virtu Americas, LLC, and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $100.0 million (the “ATM Program”). On May 18, 2021, we entered into separate amendments to the existing equity distribution agreements to allow us to sell up to $160.0 million of additional shares of our common stock, expanding the aggregate offering price to up to $260.0 million.
The following table summarizes the activity under the ATM Programs from January 1, 2021, through the date of this filing (dollars in thousands):
| Number of Shares Sold | Weighted-average Offering Price Per Share | Gross Proceeds | Net Proceeds(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7,990,994 | $ | 21.70 | $ | 173,428 | $ | 171,693 |
(1)Net of underwriter commissions.
COVID-19
While we have not been materially adversely impacted by COVID-19 to date, the extent to which the ongoing pandemic may, in the future, impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects will depend on numerous evolving factors that we are not able to predict at this time, including the duration and long-term scope of the pandemic, the spread and effect of COVID-19 variants; the adequate production, efficacy, and dissemination of vaccinations; governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact on economic activity from the pandemic, including due to inflation and constraints on global supply chains, and actions taken in response; increased unemployment and underemployment levels and labor shortages in some industries; the effect on our tenants and their farming operations; the ability of our tenants to make their rental payments; any disruptions of our tenants’ operations; and our ability to secure debt financing, service future debt obligations, or pay distributions to our stockholders. Any of these events could materially adversely impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects.
LIBOR Transition
The majority of our debt is at fixed rates, and we currently have very limited exposure to variable-rate debt based upon the London Interbank Offered Rate (“LIBOR”), which is currently being phased out and is anticipated to be completely phased out by June 2023. LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”), which will incorporate certain overnight repo market data collected from multiple data sets. SOFR was formally adopted by the Alternative Reference Rates Committee in July 2021. The current intent is to adjust the SOFR to minimize the differences between the interest that a borrower would be paying using LIBOR versus what it will be paying SOFR. We are currently monitoring the transition and cannot yet assess whether SOFR will become the standard rate for all of our variable-rate debt. Our lines of credit with MetLife and five term loans with Rabo AgriFinance LLC (which are effectively fixed through our entry into interest swap agreements) are currently based upon one-month LIBOR. As such, we expect we will need to renegotiate these agreements in the future. Assuming that SOFR replaces LIBOR and is appropriately adjusted, we currently expect the transition to result in a minimal impact to our overall operations.
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The investment advisory agreement with our Adviser that was in effect from January 1, 2020, 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”). The Current Advisory Agreement revised the calculation of the base management fee beginning with the three months ended September 30, 2021, while all other terms of the Prior Advisory Agreement remained the same. Each of the Advisory Agreements and the current administration agreement with our Administrator (the “Administration Agreement”) were approved unanimously by our board of directors, including, specifically, our independent directors.
41
Table of Contents
A summary of certain compensation terms within the Advisory Agreements and a summary of the Administration Agreement is below.
Advisory Agreements
Pursuant to each of the Advisory Agreements, 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. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreements,” within the accompanying notes to our consolidated financial statements.
Base Management Fee
Pursuant to the Prior Advisory Agreement, through June 30, 2021, 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, beginning with the three months ended September 30, 2021, 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 exceeds 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 each of the Advisory Agreements as FFO (also as defined in each of the Advisory Agreements) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that are 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 our 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.
We pay our Adviser an incentive fee with respect to our Pre-Incentive Fee FFO quarterly, as follows:
•no Incentive Fee in any calendar quarter in which our Pre-Incentive Fee FFO does not exceed the hurdle rate of 1.75% (7.0% annualized);
•100% of the amount of our Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
•20% of the amount of our Pre-Incentive fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Quarterly Incentive Fee Based on Pre-Incentive Fee FFO
Pre-Incentive Fee FFO
(expressed as a percentage of Total Adjusted Common Equity)
Percentage of Pre-Incentive Fee FFO allocated to Incentive Fee
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. Our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage
42
Table of Contents
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.
Smaller Reporting Company Status
As of December 31, 2018, and through December 31, 2021, we qualified as a “smaller reporting company” under Rule 12b-2 of the Exchange Act because we had annual revenues of less than $100 million for the previous year and a public float of less than $700 million. As a smaller reporting company, we may take advantage of reduced disclosure requirements for our public filings.
Critical Accounting Policies
The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of all of our significant accounting policies are provided in Note 2, “Summary of Significant Accounting Policies,” in the accompanying notes to our consolidated financial statements, located elsewhere in this Form 10-K, and a summary of our critical accounting policies is below. We consider these policies to be critical because they involve estimates and assumptions that require complex, subjective or significant judgments in their application and that materially affect our results of operations. There were no material changes in our critical accounting policies during the year ended December 31, 2021.
Purchase Price Allocation
When we acquire real estate, we allocate the purchase price to: (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above- and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values.
Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that is already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition. Prior to us early adopting Accounting Standards Update (“ASU”) 2017-01, “Clarifying the Definition of a Business” (as further described in Note 2, “Summary of Significant Accounting Pronouncements,” under the caption, “—Recently-Issued Accounting Pronouncements,” in the accompanying consolidated financial statements), acquisitions of farmland already being operated as rental property were generally considered to be business combinations under Accounting Standards Codification (“ASC”) 805, “Business Combinations.” However, after our adoption of ASU 2017-01, effective October 1, 2016, we now generally consider both types of acquisitions to be asset acquisitions under ASC 360, “Property Plant and Equipment.” ASC 360 requires us to capitalize the transaction costs incurred in connection with the acquisition, whereas ASC 805 required that all costs related to the acquisition be expensed as incurred, rather than capitalized into the cost of the acquisition.
Whether an acquisition is considered an asset acquisition or a business combination, both ASC 360 and ASC 805 require that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed, and, if applicable, (ii) any identifiable intangible assets and liabilities, by valuing the property as if it was vacant, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.
For a more detailed discussion on this accounting policy, see Note 2, “Summary of Significant Accounting Policies—Real Estate and Lease Intangibles,” in the accompanying notes to our consolidated financial statements.
Recently-Issued Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies—Recently-Issued Accounting Pronouncements,” in the accompanying notes to our consolidated financial statements for a description of recently-issued accounting pronouncements.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses with regard to the comparison between the years ended December 31, 2021 and 2020:
▪Same-property basis represents farms owned as of December 31, 2019, and were not vacant at any point during either period presented; and
43
Table of Contents
▪Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2019. From January 1, 2020, through December 31, 2021, we acquired 53 new farms and did not have any farm dispositions.
We did not have any vacant or self-operated farms during either of the years ended December 31, 2021 or 2020.
A comparison of results of components comprising our operating income for the years ended December 31, 2021 and 2020 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||
| Operating revenues: | |||||||||||||
| Lease revenues: | |||||||||||||
| Fixed lease payments | $ | 69,998 | $ | 51,377 | $ | 18,621 | 36.2% | ||||||
| Variable lease payments – participation rents | 5,219 | 2,388 | 2,831 | 118.6% | |||||||||
| Variable lease payments – tenant reimbursements | 101 | 456 | (355) | (77.9)% | |||||||||
| Lease termination income, net | — | 2,810 | (2,810) | NM | |||||||||
| Total operating revenues | 75,318 | 57,031 | 18,287 | 32.1% | |||||||||
| Operating expenses: | |||||||||||||
| Depreciation and amortization | 27,183 | 16,655 | 10,528 | 63.2% | |||||||||
| Property operating expenses | 2,536 | 1,848 | 688 | 37.2% | |||||||||
| Base management and incentive fees | 10,230 | 7,327 | 2,903 | 39.6% | |||||||||
| Administration fee | 1,526 | 1,448 | 78 | 5.4% | |||||||||
| General and administrative expenses | 2,139 | 2,102 | 37 | 1.8% | |||||||||
| Total operating expenses | 43,614 | 29,380 | 14,234 | 48.4% | |||||||||
| Operating income | $ | 31,704 | $ | 27,651 | $ | 4,053 | 14.7% |
NM = Not Meaningful
Operating Revenues
Lease Revenues
The following table provides a summary of our lease revenues during the years ended December 31, 2021 and 2020 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||
| Same-property basis: | |||||||||||||
| Fixed lease payments | $ | 49,063 | $ | 48,881 | $ | 182 | 0.4% | ||||||
| Participation rents | 4,504 | 2,388 | 2,116 | 88.6% | |||||||||
| Lease termination income, net | — | 2,810 | (2,810) | (100.0)% | |||||||||
| Total – Same-property basis | 53,567 | 54,079 | (512) | (0.9)% | |||||||||
| Properties acquired or disposed of: | |||||||||||||
| Fixed lease payments | 20,935 | 2,496 | 18,439 | 738.7% | |||||||||
| Participation rents | 715 | — | 715 | —% | |||||||||
| Properties acquired or disposed of: | 21,650 | 2,496 | 19,154 | 767.4% | |||||||||
| Tenant reimbursements(1) | 101 | 456 | (355) | (77.9)% | |||||||||
| Total Lease revenues | $ | 75,318 | $ | 57,031 | $ | 18,287 | 32.1% |
(1)Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Corresponding amounts were also recorded as property operating expenses during the respective periods.
Same-property Basis – 2021 compared to 2020
Lease revenues from fixed lease payments increased for the year ended December 31, 2021, primarily due to additional rents earned on capital improvements completed on certain of our farms, largely offset by certain lease renewals and amendments executed, in which we decreased the fixed base rent component in exchange for adding a participation rent component to the lease structure.
44
Table of Contents
Lease revenues from participation rents increased for the year ended December 31, 2021, primarily due to more farms having scheduled rent payments due during 2021 compared to 2020. During the year ended December 31, 2021, 39 of our farms, consisting of 34,477 farm acres, were subject to leases with active participation rent components, as compared to 19 farms consisting of 4,844 farm acres in the prior year.
During the year ended December 31, 2020, we received an early lease termination payment of approximately $3.0 million from an outgoing tenant on a property, which we recognized as additional lease revenue upon receipt, less a net balance of approximately $165,000 of aggregate prepaid rent and deferred rent assets balances that were written off against this amount.
Other – 2021 compared to 2020
Lease revenue from properties acquired or disposed of increased for the year ended December 31, 2021, due to additional revenues earned on new farms acquired subsequent to December 31, 2019.
Tenant reimbursement revenue decreased for the year ended December 31, 2021, primarily due to additional payments made during the prior year by certain tenants on our behalf (pursuant to the lease agreements) to an unconsolidated entity of ours that conveys water to the respective properties.
Operating Expenses
Depreciation and Amortization
The following table provides a summary of the depreciation and amortization expense recorded during the years ended December 31, 2021 and 2020 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||
| Same-property basis | $ | 15,045 | $ | 15,696 | $ | (651) | (4.1)% | ||||||
| Properties acquired or disposed of | 12,138 | 959 | 11,179 | 1,165.7% | |||||||||
| Total Depreciation and amortization expense | $ | 27,183 | $ | 16,655 | $ | 10,528 | 63.2% |
Depreciation and amortization expense on a same-property basis decreased for the year ended December 31, 2021, as compared to the prior year, primarily due to the expiration of certain lease intangible amortization periods subsequent to December 31, 2019, partially offset by an increase in depreciation associated with additional capital expenditures on certain of our farms. Depreciation and amortization expense on properties acquired or disposed of increased for the year ended December 31, 2021, as compared to the prior year, primarily due to the additional depreciation and amortization expense incurred on the new farms acquired subsequent to December 31, 2019.
Property-operating Expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties. The following table provides a summary of the property-operating expenses recorded during the years ended December 31, 2021 and 2020 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||
| Same-property basis | $ | 2,098 | $ | 1,306 | $ | 792 | 60.6% | ||||||
| Properties acquired or disposed of | 337 | 86 | 251 | 291.9% | |||||||||
| Tenant-reimbursed property operating expenses(1) | 101 | 456 | (355) | (77.9)% | |||||||||
| Total Property operating expenses | $ | 2,536 | $ | 1,848 | $ | 688 | 37.2% |
(1)Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant. Corresponding amounts were also recorded as lease revenues during the respective periods.
Same-property Basis – 2021 compared to 2020
Property operating expenses increased for the year ended December 31, 2021, primarily due to an increase in our obligation to reimburse one of our tenants for water usage over a specific cost threshold in accordance with the lease. We currently do not expect such elevated costs to continue beyond 2021. In addition, during the year ended December 31, 2021, we incurred additional legal fees in connection with protecting water rights on certain farms in California and higher property tax expenses due to certain of the lease renewals executed during the year converting the leases from a triple-net structure to a partial-net structure, with us, as landlord, now responsible for the property taxes on these properties. These increases were partially offset by lower costs incurred related to repairs and maintenance of certain properties compared to the prior year.
45
Table of Contents
Other – 2021 compared to 2020
Property operating expenses on properties acquired or disposed of increased for the year ended December 31, 2021, primarily due to additional miscellaneous property-operating expenses incurred on certain of the new farms we acquired subsequent to December 31, 2019.
Tenant reimbursement expense decreased for the year ended December 31, 2021, primarily due to a decrease in miscellaneous property-operating costs incurred by us in connection with our ownership interest in an unconsolidated entity. Our tenants are contractually obligated to reimburse us for these costs under the terms of the respective leases.
Related-Party Fees
The following table provides the calculations of the base management and incentive fees due to our Advisor pursuant to 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) for the years ended December 31, 2021 and 2020 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 6, “Related-Party Transactions,” within the accompanying notes to our condensed consolidated financial statements):
46
Table of Contents
| Quarters Ended | Year to Date | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31 | June 30 | September 30 | December 31 | |||||||||||||||
| FY 2021 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 1,095,439 | $ | 1,101,071 | $ | 1,165,366 | $1,223,935 | |||||||||||
| Quarterly rate | 0.125 | % | 0.125 | % | 0.150 | % | 0.150 | % | ||||||||||
| Base management fee(3) | $ | 1,370 | $ | 1,376 | $ | 1,748 | $ | 1,835 | $ | 6,329 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 228,161 | $ | 248,501 | $ | 304,164 | $ | 334,912 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 3,993 | $ | 4,349 | $ | 5,323 | $ | 5,861 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 4,991 | $ | 5,436 | $ | 6,654 | $ | 7,326 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 5,810 | $ | 3,867 | $ | 6,268 | $ | 8,968 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | 998 | $ | — | $ | 945 | $ | 1,466 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | 164 | — | — | 328 | ||||||||||||||
| Total Incentive fee(3) | $ | 1,162 | $ | — | $ | 945 | $ | 1,794 | $ | 3,901 | ||||||||
| Total fees due to Adviser, net | $ | 2,532 | $ | 1,376 | $ | 2,693 | $ | 3,629 | $ | 10,230 | ||||||||
| FY 2020 Fee Calculations: | ||||||||||||||||||
| Base Management Fee: | ||||||||||||||||||
| Gross Tangible Real Estate(1)(2) | $ | 827,256 | $ | 837,603 | $ | 862,329 | $ | 903,812 | ||||||||||
| Quarterly rate | 0.125 | % | 0.125 | % | 0.125 | % | 0.125 | % | ||||||||||
| Base management fee(3) | $ | 1,034 | $ | 1,047 | $ | 1,078 | $ | 1,130 | $ | 4,289 | ||||||||
| Incentive Fee: | ||||||||||||||||||
| Total Adjusted Common Equity(1)(2) | $ | 173,358 | $ | 176,768 | $ | 172,490 | $ | 177,093 | ||||||||||
| First hurdle quarterly rate | 1.750 | % | 1.750 | % | 1.750 | % | 1.750 | % | ||||||||||
| First hurdle threshold | $ | 3,034 | $ | 3,093 | $ | 3,019 | $ | 3,099 | ||||||||||
| Second hurdle quarterly rate | 2.1875 | % | 2.1875 | % | 2.1875 | % | 2.1875 | % | ||||||||||
| Second hurdle threshold | $ | 3,792 | $ | 3,867 | $ | 3,773 | $ | 3,874 | ||||||||||
| Pre-Incentive Fee FFO(1) | $ | 6,670 | $ | 2,334 | $ | 4,106 | $ | 4,414 | ||||||||||
| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | 758 | $ | — | $ | 754 | $ | 775 | ||||||||||
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | 576 | — | 67 | 108 | ||||||||||||||
| Total Incentive fee(3) | $ | 1,334 | $ | — | $ | 821 | $ | 883 | $ | 3,038 | ||||||||
| Total fees due to Adviser, net | $ | 2,368 | $ | 1,047 | $ | 1,899 | $ | 2,013 | $ | 7,327 |
(1)As defined in the Advisory Agreements.
(2)As of the end of the respective prior quarters.
(3)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
The base management fee increased during the year ended December 31, 2021, as compared to the prior year, primarily due to additional assets acquired since December 31, 2019, and an increase in the annual rate applied to the prior calendar quarter’s
47
Table of Contents
Gross Tangible Real Estate Assets (from 0.50% pursuant to the Prior Advisory Agreement to 0.60% pursuant to the Current Advisory Agreement), effective July 1, 2021.
Our Adviser earned incentive fees during each of the years ended December 31, 2021 and 2020 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreements) exceeding the required hurdle rate of the applicable equity base during each of the first, third, and fourth quarters of fiscal years 2021 and 2020.
Our Adviser did not earn a capital gains fee during the year ended December 31, 2021 or 2020, as we did not sell any of our properties during either period.
The administration fee paid to our Administrator increased during the year ended December 31, 2021, as compared to the prior year, primarily due to hiring additional personnel and us using a higher overall share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses. General and administrative expenses increased slightly during the year ended December 31, 2021, as compared to the prior year, primarily due to an increase in due diligence costs associated with potential acquisitions that were subsequently aborted, at which time the costs were expensed, and higher professional fees related to additional appraisal costs. These increases were largely offset by a decrease in stockholder-related expenses due to a one-time listing fee paid to Nasdaq in the prior year for the listing of our Series B Preferred Stock.
A comparison of results of other components contributing to net loss attributable to common stockholders for the years ended December 31, 2021 and 2020 is below (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||
| Operating income | $31,704 | $27,651 | $4,053 | 14.7% | |||||||||
| Other income (expense) | |||||||||||||
| Other income | 2,291 | 1,872 | 419 | 22.4% | |||||||||
| Interest expense | (24,883) | (20,621) | (4,262) | 20.7% | |||||||||
| Dividends declared on Series A and Series D Term Preferred Stock | (3,068) | (1,833) | (1,235) | 67.4% | |||||||||
| Loss on dispositions of real estate assets, net | (2,537) | (2,180) | (357) | 16.4% | |||||||||
| Property and casualty recovery, net | 68 | 70 | (2) | (2.9)% | |||||||||
| Loss from investments in unconsolidated entities | (61) | (4) | (57) | NM | |||||||||
| Total other expense, net | (28,190) | (22,696) | (5,494) | 24.2% | |||||||||
| Net income | 3,514 | 4,955 | (1,441) | (29.1)% | |||||||||
| Net income attributable to non-controlling interests | (19) | (29) | 10 | (34.5)% | |||||||||
| Net income attributable to the Company | 3,495 | 4,926 | (1,431) | (29.0)% | |||||||||
| Aggregate dividends declared on and charges related to Series B and Series C Preferred Stock | (12,258) | (9,322) | (2,936) | 31.5% | |||||||||
| Net loss attributable to common stockholders | $ | (8,763) | $ | (4,396) | $ | (4,367) | 99.3% |
Other Income (Expense)
Other income, which generally consists of interest patronage received from Farm Credit (as defined in Note 4, “Borrowings,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments, increased for the year ended December 31, 2021, as compared to the prior year, primarily driven by additional interest patronage received from Farm Credit (due to increased borrowings from Farm Credit).
During the year ended December 31, 2021, we recorded approximately $2.2 million of interest patronage from Farm Credit related to interest accrued during 2020, compared to approximately $1.6 million of interest patronage recorded during the prior year.
Interest expense increased for the year ended December 31, 2021, as compared to the prior year, primarily due to increased overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our Series A Term Preferred Stock and Series D Term Preferred Stock) outstanding for the year ended December 31, 2021, was approximately
48
Table of Contents
$637.6 million, as compared to approximately $502.4 million for the prior year. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the overall effective interest rate charged on our aggregate borrowings was 3.72% and 3.95% for the years ended December 31, 2021 and 2020, respectively.
During the year ended December 31, 2021, we paid aggregate distributions on our Series A Term Preferred Stock and Series D Term Preferred Stock of approximately $3.1 million. The Series D Term Preferred Stock was issued in January 2021, and the Series A Term Preferred Stock was voluntarily redeemed in full in February 2021. During the year ended December 31, 2020, we paid distributions on our Series A Term Preferred Stock of approximately $1.8 million.
During both years ended December 31, 2021 and 2020, we recorded net losses on dispositions of real estate assets primarily due to the disposal of certain irrigation and other improvements on certain of our farms.
The net property and casualty recovery recorded during the years ended December 31, 2021 and 2020 related to insurance recoveries received for certain improvements that were damaged due to natural disasters.
During the years ended December 31, 2021 and 2020, we recognized a loss from investments in an unconsolidated entity of approximately $61,000 and $4,000, respectively.
During the year ended December 31, 2021, the aggregate dividends paid on our Series B Preferred Stock and Series C Preferred Stock increased over that of the prior year due to additional shares issued and outstanding during the current year.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under the 2022 MetLife Facility), and issuances of additional equity securities. Our current available liquidity is approximately $138.1 million, consisting of approximately $24.1 million in cash on hand and, based on the current level of collateral pledged, approximately $114.0 million of availability under the 2022 MetLife Facility (subject to compliance with covenants) and other undrawn notes or bonds. In addition, we currently have certain properties valued at a total of approximately $37.2 million that are unencumbered and eligible to be pledged as collateral.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT, funding our general operating costs, making principal and interest payments on outstanding borrowings, making dividend payments on our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and, as capital is available, funding new farmland and farm-related acquisitions consistent with our investment strategy.
Notwithstanding the ongoing COVID-19 pandemic, including surges in certain variants of COVID-19, we believe that our current and short-term cash resources will be sufficient to fund our distributions to stockholders (including non-controlling OP Unitholders), service our debt, pay dividends on our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and fund our current operating costs in the near term. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including, but not limited to, shares of common stock through our ATM Program, OP Units through our Operating Partnership as consideration for future acquisitions, and shares of our Series C Preferred Stock), long-term mortgage indebtedness and bond issuances, and other secured and unsecured borrowings. While public equity markets have experienced significant volatility lately, based on discussions with our lenders, we do not believe there will be a credit freeze in the near term. We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near-term debt obligations and operating expenses.
We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related facilities. We continue to actively seek and evaluate acquisitions of additional farms and farm-related facilities that satisfy our investment criteria, and despite the ongoing COVID-19 pandemic, our pipeline of potential acquisitions remains healthy. We have several properties under signed purchase and sale agreements or non-binding letters of intent that we hope to consummate over the next several months. We also have many other properties that are in various other stages of our due diligence process. However, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Operating Obligations
49
Table of Contents
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 | ObligatedCompletionDate(1) | Amount Expended or Accrued as of December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| St. Lucie, FL | 549 | $ | 230 | Q3 2022 | $ | 111 | |||||
| Santa Barbara, CA | 271 | 4,000 | (2) | Q3 2022 | 2,427 | ||||||
| Manatee, FL | 590 | 280 | Q4 2022 | — | |||||||
| Manatee, FL | 271 | 280 | Q4 2022 | — | |||||||
| Hillsborough, FL | 55 | 2,250 | (2) | Q4 2022 | 1,554 | ||||||
| Charlotte, FL | 975 | 3,000 | (2) | Q4 2022 | — | ||||||
| Napa, CA | 270 | 1,548 | (2) | Q3 2023 | 1,019 | ||||||
| Columbia, OR | 157 | 1,800 | (2) | Q3 2024 | 1,146 | ||||||
| Collier & Hendry, FL | 3,612 | 2,000 | (2) | Q2 2025 | — | ||||||
| Wicomico & Caroline, MD, and Sussex, DE | 833 | 115 | Q3 2030 | 49 |
(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.
Cash Flow Resources
The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2021 and 2020 (dollars in thousands):
| For the Years Ended December 31, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | $ Change | % Change | ||||||||||
| Net change in cash from: | |||||||||||||
| Operating activities | $ | 32,377 | $ | 25,002 | $ | 7,375 | 29.5% | ||||||
| Investing activities | (295,001) | (272,901) | (22,100) | (8.1)% | |||||||||
| Financing activities | 270,114 | 243,429 | 26,685 | 11.0% | |||||||||
| Net change in Cash and cash equivalents | $ | 7,490 | $ | (4,470) | $ | 11,960 | (267.6)% |
Operating Activities
The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses. Cash provided by operating activities increased for the year ended December 31, 2021, as compared to the prior year, primarily due to additional rental payments received from recent acquisitions and interest patronage received from Farm Credit, partially offset by increases in the amount of interest payments made.
Investing Activities
The increase in cash used in investing activities for the year ended December 31, 2021, as compared to the prior year, was primarily due to an increase in aggregate cash paid for acquisitions of new farms, partially offset by a decrease in the amount of cash paid for capital improvements on existing farms during the year ended December 31, 2021.
Financing Activities
The increase in cash provided by financing activities during the year ended December 31, 2021, as compared to the prior year, was primarily due to an increase in aggregate net cash proceeds from equity issuances (including on our common stock and Series C Preferred Stock) of approximately $103.0 million and the issuance of our Series D Term Preferred Stock (which, after voluntarily redeeming our Series A Term Preferred Stock in full, resulted in net cash proceeds of approximately $31.6 million), partially offset by decrease in net borrowings of approximately $98.7 million and an increase in total distributions of approximately $8.2 million.
Debt Capital
MetLife Facility
50
Table of Contents
As amended, the 2022 MetLife Facility currently consists of an aggregate of $175.0 million of term notes and $75.0 million of revolving equity lines of credit. We currently have $36.9 million outstanding on the term notes and $100,000 outstanding under the lines of credit. While $213.0 million of the full commitment amount under the 2022 MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $110.3 million of availability under the 2022 MetLife Facility. The draw period for the 2020 MetLife Term Note expires on December 31, 2022, and the draw period for the 2022 MetLife Term Note expires on December 31, 2024. After these dates, MetLife has no obligation to disburse any additional undrawn funds under the term notes.
Farmer Mac Facility
As amended on December 10, 2020, our agreement with Farmer Mac Facility provides for bond issuances up to an aggregate amount of $225.0 million by May 31, 2023, after which, Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $98.4 million under the Farmer Mac Facility.
Farm Credit and Other Lenders
Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 4, “Borrowings,” within the accompanying notes to our consolidated financial statements). We also have borrowing relationships with several other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships. In addition, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.
Equity Capital
The following table provides information on equity sales that have occurred since January 1, 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)(3) | 3,070,535 | $ | 24.83 | $ | 76,228 | $ | 69,855 | ||||||
| Common Stock – ATM Program | 7,990,994 | 21.70 | 173,428 | 171,693 |
(1)Net of selling commissions and dealer-manager fees or underwriting discounts and commissions (in each case, as applicable).
(2)Excludes share redemptions during the applicable time period.
(3)Excludes approximately 11,021 shares issued pursuant to the DRIP.
Our Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to our consolidated financial statements) permits us to issue up to an aggregate of $1.0 billion in securities (including up to $650.0 million reserved for issuance of shares of the Series C Preferred Stock), 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. To date, we have issued approximately $103.4 million of Series C Preferred Stock (including approximately $257,000 issued pursuant to the DRIP), $60.4 million of Series D Term Preferred Stock, and $245.6 million of common stock (including approximately $4.4 million of common stock issued to redeem OP Units) under the Registration Statement.
In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of December 31, 2021, we did not have any off-balance sheet arrangements.
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational
51
Table of Contents
performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our board of directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO.
Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
•Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis.
•Other adjustments. We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
•Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and lease incentives and accretion related to below-market lease values, other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.
•Amortization of debt issuance costs. The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.
•Other adjustments. We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly. We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
FFO, CFFO and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a
52
Table of Contents
measure of liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period. We believe that diluted earnings per share is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share. Because many REITs provide Diluted FFO, CFFO, and AFFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the years ended December 31, 2021 and 2020 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
| For the Years Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||
| Net income | $ | 3,514 | $ | 4,955 | ||||||
| Less: Aggregate dividends declared on Series B Preferred Stock and Series C Preferred Stock(1) | (12,258) | (9,322) | ||||||||
| Net loss attributable to common stockholders and non-controlling OP Unitholders | (8,744) | (4,367) | ||||||||
| Plus: Real estate and intangible depreciation and amortization | 27,183 | 16,655 | ||||||||
| Plus: Losses on dispositions of real estate assets, net | 2,537 | 2,180 | ||||||||
| Adjustments for unconsolidated entities(2) | 36 | 18 | ||||||||
| FFO available to common stockholders and non-controlling OP Unitholders | 21,012 | 14,486 | ||||||||
| Plus: Acquisition- and disposition-related expenses | 355 | 210 | ||||||||
| Plus (less): Other nonrecurring (receipts) charges, net(3) | (12) | 159 | ||||||||
| CFFO available to common stockholders and non-controlling OP Unitholders | 21,355 | 14,855 | ||||||||
| Net rent adjustments | (2,371) | (1,305) | ||||||||
| Plus: Amortization of debt issuance costs | 1,172 | 756 | ||||||||
| Plus: Other non-cash charges, net(4) | 246 | 40 | ||||||||
| AFFO available to common stockholders and non-controlling OP Unitholders | $ | 20,402 | $ | 14,346 | ||||||
| Weighted-average common stock outstanding—basic and diluted | 30,357,268 | 22,258,121 | ||||||||
| Weighted-average common non-controlling OP Units outstanding | 166,067 | 131,745 | ||||||||
| Weighted-average total common shares outstanding | 30,523,335 | 22,389,866 | ||||||||
| Diluted FFO per weighted-average total common share | $ | 0.69 | $ | 0.65 | ||||||
| Diluted CFFO per weighted-average total common share | $ | 0.70 | $ | 0.66 | ||||||
| Diluted AFFO per weighted-average total common share | $ | 0.67 | $ | 0.64 | ||||||
| Distributions declared per total common share | $ | 0.54 | $ | 0.54 |
(1)Includes (i) cash dividends paid on our Series B Preferred Stock and Series C Preferred Stock, (ii) the value of additional shares of Series C Preferred Stock issued pursuant to the DRIP, and (iii) the pro-rata write-off of offering costs related to shares of Series B Preferred Stock and Series C Preferred Stock that were redeemed during the respective periods.
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.
(3)Consists primarily of (i) net property and casualty recoveries recorded (net of the cost of related repairs expensed) as a result of the damage caused to certain improvements by natural disasters on certain of our farms, (ii) one-time listing fees related to our Series D Term Preferred Stock, (iii) the write-off of certain unallocated costs related to a prior universal registration statement and, in 2020 only, costs expensed during the year related to an aborted offering, and (iv) certain one-time costs related to the early redemption of our Series A Term Preferred Stock.
(4)Consists of (i) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), (ii) the pro-rata write-off of offering costs related to shares of the Series B Preferred Stock and Series C Preferred Stock that were redeemed, which were noncash charges, and (iii) our remaining pro-rata share of income (loss) recorded from investments in unconsolidated entities during the respective periods.
Net Asset Value
53
Table of Contents
Real estate companies are required to record real estate using the historical cost basis of the real estate, adjusted for accumulated depreciation and amortization, and, as a result, the carrying value of the real estate does not typically change as the fair value of the assets change. Thus, one challenge is determining the fair value of the real estate in order to allow stockholders to see the value of the real estate increase or decrease over time, which we believe is useful to our investors.
Determination of Fair Value
Our Board of Directors reviews and approves the valuations of our properties pursuant to a valuation policy approved by our Board of Directors (the “Valuation Policy”). Such review and approval occurs in three phases: (i) prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials that are provided by professionals of the Adviser and Administrator, with oversight and direction from the chief valuation officer, who is also employed by the Administrator (collectively, the “Valuation Team”); (ii) the valuation committee of the Board of Directors (the “Valuation Committee”), which is comprised entirely of independent directors, meets to review the valuation recommendations and supporting materials; and (iii) after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee’s findings to the entire Board of Directors so that the full Board of Directors may review and approve the fair values of our properties in accordance with the Valuation Policy. Further, on a quarterly basis, the Board of Directors reviews the Valuation Policy to determine if changes thereto are advisable and also reviews whether the Valuation Team has applied the Valuation Policy consistently.
Per the Valuation Policy, our valuations are generally derived based on the following:
•For properties acquired within 12 months prior to the date of valuation, the purchase price of the property will generally be used as the current fair value unless overriding factors apply. In situations where OP Units are issued as partial or whole consideration in connection with the acquisition of a property, the fair value of the property will generally be the lower of: (i) the agreed-upon purchase price between the seller and the buyer (as shown in the purchase and sale agreement or contribution agreement and using the agreed-upon pricing of the OP Units, if applicable), or (ii) the value as determined by an independent, third-party appraiser.
•For real estate we acquired more than one year prior to the date of valuation, we determine the fair value either by relying on estimates provided by independent, third-party appraisers or through an internal valuation process. In addition, if significant capital improvements take place on a property, we will typically have those properties reappraised upon completion of the project by an independent, third-party appraiser. In any case, we intend to have each property valued by an independent, third-party appraiser via a full appraisal at least once every three years, with interim values generally being determined by either: (i) a restricted appraisal (a “desk appraisal”) performed by an independent, third-party appraiser, or (ii) our internal valuation process.
Various methodologies were used, both by the appraisers and in our internal valuations, to determine the fair value of our real estate, including the sales comparison, income capitalization (or a discounted cash flow analysis), and cost approaches of valuation. In performing their analyses, the appraisers typically (i) conducted site visits to the properties (where full appraisals were performed), (ii) discussed each property with our Adviser and reviewed property-level information, including, but not limited to, property operating data, prior appraisals (as available), existing lease agreements, farm acreage, location, access to water and water rights, potential for future development, and other property-level information, and (iii) reviewed information from a variety of sources about regional market conditions applicable to each of our properties, including, but not limited to, recent sale prices of comparable farmland, market rents for similar farmland, estimated marketing and exposure time, market capitalization rates, and the current economic environment, among others. In performing our internal valuations, we will consider the most recent appraisal available and use similar methodologies in determining an updated fair value. We will also obtain updated market data related to the property, such as updated sales and market rent comparisons and market capitalization rates, and perform an updated assessment of the tenants’ credit risk profiles, among others. Sources of this data may come from market inputs from recent acquisitions of our own portfolio of real estate, recent appraisals of properties we own that are similar in nature and in the same region (as applicable) as the property being valued, market conditions and trends we observe in our due diligence process, and conversations with appraisers, brokers, and farmers.
A breakdown of the methodologies used to value our properties and the aggregate value as of December 31, 2021, determined by each method is shown in the table below (dollars in thousands, except in footnotes):
| Valuation Method | Number of Farms | Total Acres | Farm Acres | Net CostBasis(1) | Current Fair Value | % of Total Fair Value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase Price | 27 | 11,458 | 9,985 | $ | 288,781 | $ | 290,518 | 19.8% | ||||||||
| Internal Valuation | 3 | 6,194 | 4,730 | 24,978 | 42,300 | 2.9% | ||||||||||
| Third-party Appraisal(2) | 134 | 94,890 | 78,611 | 1,007,552 | 1,130,833 | 77.3% | ||||||||||
| Total | 164 | 112,542 | 93,326 | $ | 1,321,311 | $ | 1,463,651 | 100.0% |
54
Table of Contents
(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 paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization.
(2)Appraisals performed between March 2021 and December 2021.
Some of the significant assumptions used by appraisers and the Valuation Team in valuing our portfolio as of December 31, 2021, include land values per farmable acre, market rental rates per farmable acre and the resulting net operating income (“NOI”) at the property level, and capitalization rates, among others. These assumptions were applied on a farm-by-farm basis and were selected based on several factors, including comparable land sales, surveys of both existing and current market rates, discussions with other brokers and farmers, soil quality, size, location, and other factors deemed appropriate. A summary of these significant assumptions is provided in the following table:
| Appraisal Assumptions | Internal Valuation Assumptions | ||||||
|---|---|---|---|---|---|---|---|
| Range (Low - High) | Weighted Average | Range (Low - High) | Weighted Average | ||||
| Land Value (per farmable acre) | $678 – $128,781 | $34,305 | $5,504 – $5,504 | $5,504 | |||
| Market NOI (per farmable acre) | $158 – $3,543 | $1,482 | $214 – $214 | $214 | |||
| Market Capitalization Rate | 3.00% – 10.50% | 5.49% | 4.00% – 4.00% | 4.00% |
Note: Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made relating to farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing), as their aggregate value was considered to be insignificant in relation to that of the farmland.
Our Valuation Team reviews the appraisals, including the significant assumptions and inputs used in determining the appraised values, and considers any developments that may have occurred since the time the appraisals were performed. Developments considered that may have an impact on the fair value of our real estate include, but are not limited to, changes in tenant credit profiles, changes in lease terms (such as expirations and notices of non-renewals or to vacate), and potential asset sales (particularly those at prices different from the appraised values of our properties).
Management believes that the purchase prices of the farms acquired during the previous 12 months and the most recent appraisals available for the farms acquired prior to the previous 12 months fairly represent the current market values of the properties as of December 31, 2021, and, accordingly, did not make any adjustment to these values.
A quarterly roll-forward of the change in our portfolio value for the three months ended December 31, 2021, from the prior value basis as of September 30, 2021, is provided in the table below (dollars in thousands):
| Total portfolio fair value as of September 30, 2021 | $ | 1,314,670 | |||
|---|---|---|---|---|---|
| Plus: Acquisition of seven new farms during the three months ended December 31, 2021 | 146,842 | (1) | |||
| Plus net value appreciation during the three months ended December 31, 2021: | |||||
| One cooling facility valued internally | $ | 2,323 | |||
| 24 farms valued via third-party appraisals | (184) | ||||
| Total net appreciation for the three months ended December 31, 2021 | 2,139 | ||||
| Total portfolio fair value as of December 31, 2021 | $ | 1,463,651 |
(1)Includes approximately $1.2 million paid to exercise a water purchase option that was acquired in connection with one of the farms that was acquired during the three months ended December 31, 2021.
Management also determined fair values of all of its long-term borrowings and preferred stock. Using a discounted cash flow analysis, management determined that the fair value of all long-term encumbrances on our properties as of December 31, 2021, was approximately $663.8 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of approximately $671.6 million. The fair values of our Series B Preferred Stock and Series D Term Preferred Stock were determined using the closing stock prices as of December 31, 2021, of $26.50 per share and $25.64 per share, respectively. Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of our Series C Preferred Stock to be $25.00 per share as of December 31, 2021 (see Exhibit 99.1 to this Form 10-K).
Calculation of Estimated Net Asset Value
To provide our stockholders with an estimate of the fair value of our real estate assets, we intend to estimate the fair value of our farms and farm-related properties and provide an estimated net asset value (“NAV”) on a quarterly basis. NAV is a non-GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective cost bases. Further, we calculate NAV per common share by dividing
55
Table of Contents
NAV by our total common shares outstanding (consisting of our common stock and OP Units held by non-controlling limited partners).
The fair values presented above and their usage in the calculation of net asset value per share presented below have been prepared by and is the responsibility of management. PricewaterhouseCoopers LLP has neither examined, compiled, nor performed any procedures with respect to the fair values or the calculation of net asset value per common share, which utilizes information that is not disclosed within the financial statements, and, accordingly, does not express an opinion or any other form of assurance with respect thereto.
As of December 31, 2021, we estimate the NAV per common share to be $14.31. A reconciliation of NAV to total equity, which we believe is the most directly-comparable GAAP measure, is provided below (dollars in thousands, except per-share data):
| Total equity per balance sheet | $ | 589,066 | ||
|---|---|---|---|---|
| Fair value adjustment for long-term assets: | ||||
| Less: net cost basis of tangible and intangible real estate holdings(1) | $ | (1,321,311) | ||
| Plus: estimated fair value of real estate holdings(2) | 1,463,651 | |||
| Net fair value adjustment for real estate holdings | 142,340 | |||
| Fair value adjustment for long-term liabilities: | ||||
| Plus: book value of aggregate long-term indebtedness(3) | 731,948 | |||
| Less: fair value of aggregate long-term indebtedness(3)(4) | (725,678) | |||
| Net fair value adjustment for long-term indebtedness | 6,270 | |||
| Estimated NAV | $ | 737,676 | ||
| Less: aggregate fair value of Series B Preferred Stock and Series C Preferred Stock(5) | (245,169) | |||
| Estimated NAV available to common stockholders and non-controlling OP Unitholders | $ | 492,507 | ||
| Total common shares and non-controlling OP Units outstanding(6) | 34,414,791 | |||
| Estimated NAV per common share and non-controlling OP Unit | $ | 14.31 |
(1)Per Net Cost Basis as presented in the table above.
(2)Per Current Fair Value as presented in the table above.
(3)Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series D Term Preferred Stock.
(4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series D Term Preferred Stock was valued based on its closing stock price as of December 31, 2021.
(5)The Series B Preferred Stock was valued based on its closing stock price as of December 31, 2021, while the Series C Preferred Stock was valued at its liquidation value, as discussed above.
(6)Includes 34,210,013 shares of common stock and 204,778 OP Units held by non-controlling OP Unitholders.
A quarterly rollforward in the estimated NAV per common share and OP Unit for the three months ended December 31, 2021, is provided below:
| Estimated NAV per common share and non-controlling OP Unit as of September 30, 2021 | $ | 13.80 | ||
|---|---|---|---|---|
| Less net loss attributable to common stockholders and non-controlling OP Unitholders | (0.04) | |||
| Adjustments for net change in valuations: | ||||
| Net change in unrealized fair value of farmland portfolio(1) | $ | 0.18 | ||
| Net change in unrealized fair value of long-term indebtedness | 0.12 | |||
| Net change in valuations | 0.30 | |||
| Less distributions on common stock and non-controlling OP Units | (0.14) | |||
| Plus net accretive effect of equity issuances | 0.39 | |||
| Estimated NAV per common share and non-controlling OP Unit as of December 31, 2021 | $ | 14.31 |
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) an increase of $0.06 per share due to the farms that were valued during the three months ended December 31, 2021, (ii) an increase of $0.23 per share due to the aggregate depreciation and amortization expense recorded during the three months ended December 31, 2021, and (iii) a decrease of $0.11 per share due to capital improvements made on certain farms that have not yet been considered in the determination of the respective farms’ estimated fair values.
Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs. In addition, the trading price of our common shares may differ significantly from our most recent estimated NAV per common share calculation. For example, while we estimated our NAV per common share to be $14.31 as
56
Table of Contents
of December 31, 2021, based on the calculation above, the closing price of our common stock on December 31, 2021, was $33.76 per share.
The determination of estimated NAV is subjective and involves a number of assumptions, judgments, and estimates, and minor adjustments to these assumptions, judgments, or estimates may have a material impact on our overall portfolio valuation. In addition, many of the assumptions used are sensitive to market conditions and can change frequently. Changes in the market environment and other events that may occur during our ownership of these properties may cause the values reported above to vary from the actual fair value that may be obtained in the open market. Further, while management believes the values presented reflect current market conditions, the ultimate amount realized on any asset will be based on the timing of such dispositions and the then-current market conditions. There can be no assurance that the ultimate realized value upon disposition of an asset will approximate the estimated fair value above.