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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 001-35795  
GLADSTONE LAND CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
 
54-1892552
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
1521 WESTBRANCH DRIVE, SUITE 100
MCLEAN, VIRGINIA
 
22102
(Address of principal executive offices)
 
(Zip Code)
(703) 287-5800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
 
  
Accelerated filer
x 
Non-accelerated filer
¨
(Do not check if a
smaller reporting company)
  
Smaller reporting company
¨
 
 
 
Emerging growth company
x 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  ý.
The number of shares of the registrant’s Common Stock, $0.001 par value per share, outstanding as of August 7, 2018, was 16,070,616.


Table of Contents

GLADSTONE LAND CORPORATION
FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 2018
TABLE OF CONTENTS 
 
 
PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Table of Contents

PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
 
 
June 30, 2018
 
December 31, 2017
ASSETS
 
 
 
Investments in real estate, net
$
463,274

 
$
449,486

Lease intangibles, net
5,078

 
5,492

Cash and cash equivalents
2,583

 
2,938

Crop inventory

 
1,528

Other assets, net
4,276

 
2,834

TOTAL ASSETS
$
475,211

 
$
462,278

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
LIABILITIES:
 
 
 
Borrowings under lines of credit
$
3,500

 
$
10,000

Mortgage notes and bonds payable, net
289,924

 
291,002

Series A cumulative term preferred stock, par value $0.001 per share; $25.00 per share liquidation preference; 2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of June 30, 2018, and December 31, 2017, net
28,007

 
27,890

Accounts payable and accrued expenses
9,958

 
7,398

Due to related parties, net
807

 
940

Other liabilities, net
7,864

 
7,097

Total liabilities
340,060

 
344,327

Commitments and contingencies (Note 8)

 

EQUITY:
 
 
 
Stockholders’ equity:
 
 
 
Series B cumulative redeemable preferred stock, $0.001 par value; 6,500,000 shares authorized, 20,280 shares issued and outstanding as of June 30, 2018; no shares authorized, issued, or outstanding as December 31, 2017

 

Common stock, $0.001 par value; 91,500,000 shares authorized, 16,023,872 shares issued and outstanding as of June 30, 2018; 98,000,000 shares authorized, 13,791,574 shares issued and outstanding as of December 31, 2017
16

 
14

Additional paid-in capital
155,106

 
129,705

Distributions in excess of accumulated earnings
(25,763
)
 
(19,802
)
Total stockholders’ equity
129,359

 
109,917

Non-controlling interests in Operating Partnership
5,792

 
8,034

Total equity
135,151

 
117,951

TOTAL LIABILITIES AND EQUITY
$
475,211

 
$
462,278

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per-share data)
(Unaudited)

 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
OPERATING REVENUES:
 
 
 
 
 
 
 
Rental revenue
$
6,632

 
$
5,994

 
$
13,320

 
$
11,742

Tenant recovery revenue
2

 
2

 
8

 
4

Other operating revenues
4,760

 

 
7,311

 

Total operating revenues
11,394

 
5,996

 
20,639

 
11,746

OPERATING EXPENSES:
 
 
 
 
 
 
 
Depreciation and amortization
2,242

 
1,599

 
4,430

 
3,071

Property operating expenses
318

 
259

 
746

 
542

Acquisition-related expenses

 
37

 
131

 
46

Management fee
754

 
530

 
1,411

 
924

Incentive fee

 
76

 

 
427

Administration fee
275

 
219

 
549

 
445

General and administrative expenses
367

 
370

 
790

 
782

Other operating expenses
5,140

 

 
7,498

 

Total operating expenses
9,096

 
3,090

 
15,555

 
6,237

Credits to fees from Adviser
(174
)
 

 
(174
)
 

Total operating expenses, net of credits to fees
8,922

 
3,090

 
15,381

 
6,237

OPERATING INCOME
2,472

 
2,906

 
5,258

 
5,509

OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Other income
9

 

 
323

 
185

Interest expense
(2,815
)
 
(2,193
)
 
(5,646
)
 
(4,350
)
Distributions attributable to Series A cumulative term preferred stock
(458
)
 
(458
)
 
(916
)
 
(916
)
Property and casualty loss

 

 
(129
)
 

Loss on write-down of inventory
(1,060
)
 

 
(1,060
)
 

Total other expense, net
(4,324
)
 
(2,651
)
 
(7,428
)
 
(5,081
)
NET (LOSS) INCOME
(1,852
)
 
255

 
(2,170
)
 
428

Net loss (income) attributable to non-controlling interests
110

 
(28
)
 
131

 
(49
)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
(1,742
)
 
227

 
(2,039
)
 
379

Dividends declared on Series B cumulative redeemable preferred stock
(3
)
 

 
(3
)
 

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
(1,745
)
 
$
227

 
$
(2,042
)
 
$
379

 
 
 
 
 
 
 
 
(LOSS) EARNINGS PER COMMON SHARE:
 
 
 
 
 
 
 
Basic and diluted
$
(0.11
)
 
$
0.02

 
$
(0.14
)
 
$
0.03

WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
 
 
 
 
 
 
 
Basic and diluted
15,506,512

 
11,850,624

 
14,736,400

 
11,127,199

Distributions declared per share of common stock
$
0.133

 
$
0.131

 
$
0.266

 
$
0.260

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
(Unaudited)
 
 
 
Series B Preferred Stock
 
Common Stock
 
Additional
Paid-in 
Capital
 
Distributions in Excess of Accumulated Earnings
 
Total Stockholders’ Equity
 
Non-
Controlling
Interests
 
Total
Equity
 
 
Number
of Shares
 
Par
Value
 
Number
of Shares
 
Par
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
 

 
$

 
10,024,875

 
$
10

 
$
90,082

 
$
(13,402
)
 
$
76,690

 
$
11,087

 
$
87,777

Issuance of OP Units as consideration in real estate acquisitions, net
 

 

 

 

 

 

 

 

 

Issuance of common stock, net
 

 

 
1,825,749

 
2

 
19,563

 

 
19,565

 

 
19,565

Net income
 

 

 

 

 

 
379

 
379

 
49

 
428

Distributions—OP Units and common stock
 

 

 

 

 

 
(2,918
)
 
(2,918
)
 
(376
)
 
(3,294
)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership
 

 

 

 

 
(625
)
 

 
(625
)
 
625

 

Balance at June 30, 2017
 

 
$

 
11,850,624

 
$
12

 
$
109,020

 
$
(15,941
)
 
$
93,091

 
$
11,385

 
$
104,476

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2017
 

 
$

 
13,791,574

 
$
14

 
$
129,705

 
$
(19,802
)
 
$
109,917

 
$
8,034

 
$
117,951

Redemption of OP Units
 

 

 
251,267

 

 
2,028

 

 
2,028

 
(2,549
)
 
(521
)
Issuance of preferred stock, net
 
20,280

 

 

 

 
455

 

 
455

 

 
455

Issuance of common stock, net
 

 

 
1,981,031

 
2

 
23,601

 

 
23,603

 

 
23,603

Net loss
 

 

 

 

 

 
(2,039
)
 
(2,039
)
 
(131
)
 
(2,170
)
Dividends—Series B Preferred Stock
 

 

 

 

 

 
(3
)
 
(3
)
 

 
(3
)
Distributions—OP Units and common stock
 

 

 

 

 

 
(3,919
)
 
(3,919
)
 
(245
)
 
(4,164
)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership
 

 

 

 

 
(683
)
 

 
(683
)
 
683

 

Balance at June 30, 2018
 
20,280

 
$

 
16,023,872

 
$
16

 
$
155,106

 
$
(25,763
)
 
$
129,359

 
$
5,792

 
$
135,151


The accompanying notes are an integral part of these condensed consolidated financial statements.

5

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
For the Six Months Ended June 30,
 
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net (loss) income
 
$
(2,170
)
 
$
428

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
4,430

 
3,071

Amortization of debt issuance costs
 
289

 
236

Amortization of deferred rent assets and liabilities, net
 
(180
)
 
(115
)
Bad debt expense
 
31

 

Property and casualty loss
 
129

 

Loss on write-down of inventory
 
1,060

 

Changes in operating assets and liabilities:
 
 
 
 
Crop inventory and Other assets, net
 
(237
)
 
48

Accounts payable and accrued expenses and Due to related parties, net
 
317

 
1,318

Other liabilities, net
 
813

 
(307
)
Net cash provided by operating activities
 
4,482

 
4,679

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Acquisition of new real estate
 
(5,036
)
 
(82,950
)
Capital expenditures on existing real estate
 
(11,356
)
 
(1,624
)
Proceeds from sale of real estate
 
132

 

Change in deposits on real estate acquisitions and investments, net
 
(300
)
 
(565
)
Net cash used in investing activities
 
(16,560
)
 
(85,139
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Proceeds from issuance of common and preferred equity
 
25,113

 
20,722

Offering costs
 
(935
)
 
(1,225
)
Payments for redemption of OP Units
 
(521
)
 

Borrowings from mortgage notes and bonds payable
 
2,733

 
49,001

Repayments of mortgage notes and bonds payable
 
(3,777
)
 
(2,568
)
Borrowings from lines of credit
 
9,100

 
38,000

Repayments of lines of credit
 
(15,600
)
 
(19,500
)
Payments of financing fees
 
(225
)
 
(348
)
Distributions paid on common stock
 
(3,919
)
 
(2,918
)
Distributions paid to non-controlling interests in Operating Partnership
 
(246
)
 
(376
)
Net cash provided by financing activities
 
11,723

 
80,788

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
 
(355
)
 
328

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
 
2,938

 
2,438

CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
2,583

 
$
2,766

 
 
 
 
 
NON-CASH INVESTING AND FINANCING INFORMATION:
 
 
 
 
Real estate additions included in Other assets, net
 

 
15

Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net
 
4,120

 
647

Loss on disposals of real estate assets included in Accounts payable and accrued expenses and Due to related parties, net
 
8

 

Real estate additions included in Other liabilities, net
 
136

 
33

Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net
 
194

 
140

Financing fees included in Accounts payable and accrued expenses and Due to related parties, net
 
2

 
45

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BUSINESS AND ORGANIZATION
Business and Organization
Gladstone Land Corporation (the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been previously re-incorporated in Delaware on May 25, 2004. We are primarily in the business of owning and leasing farmland, and we conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership. As we currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the units of limited partnership interest in the Operating Partnership (“OP Units”), the financial position and results of operations of the Operating Partnership are consolidated within our financial statements. As of June 30, 2018, and December 31, 2017, the Company owned 95.7% and 93.2%, respectively, of the outstanding OP Units (see Note 7, “Equity,” for additional discussion regarding OP Units).
Gladstone Land Advisers, Inc. (“Land Advisers”), a Delaware corporation and a subsidiary of ours, was created to collect any non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations. We have elected for Land Advisers to be treated as a taxable REIT subsidiary (“TRS”) of ours. From October 17, 2017, through July 31, 2018, Land Advisers operated a 169-acre farm located in Ventura County, California, under a short-term lease (see Note 6, “Related-Party Transactions—TRS Lease Assumption” for further discussion on this lease assignment). On June 11, 2018, we entered into a new 10-year lease agreement (to commence August 1, 2018) with a new, unrelated third-party tenant to operate this farm. Since we currently own 100% of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements.
Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (the “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (the “Administrator”), a Delaware limited liability company. Our Adviser and Administrator are both affiliates of ours (see Note 6, “Related-Party Transactions,” for additional discussion regarding our Adviser and Administrator).
All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Information
Our interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) necessary for the fair statement of financial statements for the interim period have been included. The interim financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2018 (the “Form 10-K”). The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates.
Impairment of Real Estate Assets
We account for the impairment of our tangible and identifiable intangible real estate assets in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment” (“ASC 360”), which requires us to periodically review

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the carrying value of each property to determine whether indicators of impairment exist. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property, including proceeds from disposition without interest charges, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the property.
We evaluate our entire property portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. During the three months ended March 31, 2018, a lightning strike damaged certain irrigation infrastructure on one of our properties in Arizona; however, we determined no indicator of impairment existed, and no impairment loss was recorded. See “—Property and Casualty Loss” within Note 3, “Real Estate and Intangible Assets,” for additional details on this event.
As of June 30, 2018, we concluded that none of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception.
Crop Inventory and Crop Sales
Crop Inventory
Costs incurred by Land Advisers in operating the 169-acre farm located in Ventura County, California, generally consisted of growing costs (including the costs of land preparation, plants, fertilizers and pesticides, and labor costs), harvesting and selling costs (including labor costs for harvesting, packaging and cooling costs, and sales commissions), and certain overhead costs (including management/oversight costs). As of June 30, 2018, we had approximately $1.1 million of unsold crops on the farm, including approximately $28,000 of unallocated fees earned by our Adviser from Land Advisers (see Note 6, “Related-Party Transactions—TRS Fee Arrangements,” for further discussion on this fee). However, due to certain market conditions (primarily the existence of bumper crops in all of the strawberry-growing regions within California), we were unable to sell all of the crops and therefore assessed the market value of such unsold crops to be zero as of June 30, 2018. Accordingly, we wrote down the cost of crop inventory to its estimated net realizable value of zero and recorded a loss during the three and six months ended June 30, 2018, of approximately $1.1 million (including approximately $28,000 of accumulated costs incurred by our Adviser that were allocated to these unsold crops (see Note 6, “Related-Party Transactions—TRS Lease Assumption—TRS Fee Arrangements—TRS Expense Sharing Agreement”)), included within Loss on write-down of inventory on the accompanying Condensed Consolidated Statement of Operations.
Crop inventory as of December 31, 2017, consisted of the following (dollars in thousands, except for footnotes):
Growing costs
 
$
1,335

Overhead costs(1)
 
193

Total Crop inventory
 
$
1,528

(1) 
Includes approximately $71,000 of unallocated fees earned by our Adviser from Land Advisers as of December 31, 2017 (see Note 6, “Related-Party Transactions—TRS Fee Arrangements” for further discussion on this fee).
Crop Sales
Revenues from the sale of harvested crops are recognized when the harvested crops have been delivered to the facility and title has transferred and are recorded using the market price on the date of delivery. Accumulated costs are charged to cost of products sold (based on percentage of gross revenues from sales) as the related crops are harvested and sold.
Revenues from the sale of harvested crops and accumulated costs allocated to the crops sold are shown in the following table (dollars in thousands, except for footnotes):
 
 
For the three
months ended
June 30, 2018
 
For the six months ended June 30, 2018
Sales revenues(1)
 
$
4,760

 
$
7,306

Cost of sales(2)(3)(4)
 
(5,140
)
 
(7,498
)
(1) 
Included within Other operating revenues on the accompanying Condensed Consolidated Statement of Operations.
(2) 
Included within Other operating expenses on the accompanying Condensed Consolidated Statement of Operations.
(3) 
Excludes rent expense owed to the Company and interest expense owed on a loan from the Company to Land Advisers, both of which expenses were eliminated in consolidation.
(4) 
Excludes the allocation of a fee earned by our Adviser from Land Advisers of approximately $94,000 and $161,000 during the three and six months ended June 30, 2018, respectively, which is included within Management Fee on the accompanying Condensed Consolidated Statements of Operations (see Note 6, “Related-Party Transactions—TRS Fee Arrangements—TRS Expense Sharing Agreement” for further discussion on this fee).

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There was minimal harvesting and sales activity on the farm operated by Land Advisers prior to January 1, 2018. In addition, the lease to Land Advisers for such farm expired on July 31, 2018, and the farm was subsequently leased by us to a new, unrelated third-party tenant under a lease commencing on August 1, 2018.
Income Taxes
We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, we generally are not subject to federal corporate income taxes on amounts that we distribute to our stockholders (except income from any foreclosure property), provided that, on an annual basis, we distribute at least 90% of our REIT taxable income (excluding net capital gains) to our stockholders and meet certain other conditions. As such, in general, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any.
On October 17, 2017, Land Advisers, which is subject to federal and state income taxes, took over the operations on one of our farms in California. There was no taxable income from Land Advisers for the year ended December 31, 2017, and, as of June 30, 2018, we do not expect to have any material taxable income or loss for the tax year ending December 31, 2018.
Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes,” using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled. In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized.
Reclassifications
Certain property-specific costs have been reclassified from general and administrative expenses to property operating expenses on the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2018. These reclassifications had no impact on previously-reported net income, equity, or net change in cash and cash equivalents.
Recently-Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which was amended in each of March, April, May, and December of 2016. ASU 2014-09, as amended, supersedes or replaces nearly all GAAP revenue recognition guidance and establishes a new, control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and will expand disclosures about revenue. ASU 2014-09 was adopted beginning with the three months ended March 31, 2018, using the modified retrospective method (under which the cumulative effect of initially applying the guidance was recognized at the date of initial application). Our adoption of ASU 2014-09 did not (and is not expected to) have a material impact on our results of operations or financial condition, as the primary impact of this update is related to common area maintenance and other material tenant reimbursements, whereas the majority of our revenue is from rental income pursuant to net-lease agreements, with very little being attributed to tenant recoveries. The impact of ASU 2014-09 will not take effect until the new leasing standard (ASU 2016-02, as defined below) becomes effective on January 1, 2019.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): An Amendment of the FASB Accounting Standards Codification” (“ASU 2016-02”). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, which classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis, respectively, over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months, regardless of the classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leasing standard, ASC 840, “Leases,” and is effective on January 1, 2019, with early adoption permitted. We expect our legal expenses (included in General and administrative expenses on our Condensed Consolidated Statements of Operations) to increase marginally, as the new standard requires us to expense indirect leasing costs that were previously capitalized; however, we do not expect ASU 2016-02 to materially impact our condensed consolidated financial statements, as we currently only have two operating ground lease arrangements with terms greater than one year for which we are the lessee.

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In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which provides guidance on certain cash flow classification issues, with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified on the statement of cash flows. ASU 2016-15 was adopted beginning with the three months ended March 31, 2018, and did not have a material impact on our condensed consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted cash (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-18”), which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts described as restricted cash or restricted cash equivalents. Under ASU 2016-18, amounts described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance became effective beginning with the three months ended March 31, 2018, and did not have a material impact on our condensed consolidated financial statements.
In February 2017, the FASB issued ASU 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”), which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in-substance nonfinancial assets in contracts with non-customers (unless other specific guidance applies). ASU 2017-05 requires derecognition once control of a distinct nonfinancial asset or in-substance nonfinancial asset is transferred. Additionally, when a company transfers its controlling interest in a nonfinancial asset but retains a non-controlling ownership interest, any non-controlling interest received is required to be measured at fair value, and the company is required to recognize a full gain or loss on the transaction. As a result of ASU 2017-05, the guidance specific to real estate sales in ASC 360-20 will be eliminated, and partial sales of real estate assets will now be subject to the same derecognition model as all other nonfinancial assets. ASU 2017-05 was adopted beginning with the three months ended March 31, 2018, utilizing the modified retrospective approach, and its adoption did not (and is not expected to) have a material impact on our condensed consolidated financial statements.
NOTE 3. REAL ESTATE AND INTANGIBLE ASSETS
All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about our 75 farms as of June 30, 2018 (dollars in thousands, except for footnotes):
Location
 
No. of Farms
 
Total Acres
 
Farm Acres
 
Net Cost Basis(1)
 
Encumbrances(2)
California
 
29
 
8,241
 
7,465
 
$
211,344

 
$
147,559

Florida
 
16
 
10,980
 
8,822
 
115,376

 
72,782

Arizona(3)
 
6
 
6,280
 
5,228
 
49,956

 
22,677

Colorado
 
10
 
31,450
 
24,513
 
41,752

 
24,509

Oregon
 
4
 
2,313
 
2,003
 
19,863

 
11,934

Nebraska
 
2
 
2,559
 
2,101
 
10,545

 
6,602

Washington
 
1
 
746
 
417
 
9,115

 
5,325

Michigan
 
5
 
446
 
291
 
4,989

 
2,786

North Carolina
 
2
 
310
 
295
 
2,342

 
1,270

 
 
75
 
63,325
 
51,135
 
$
465,282

 
$
295,444

(1) 
Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values and lease incentives included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Condensed Consolidated Balance Sheet.
(2) 
Excludes approximately $2.0 million of debt issuance costs related to mortgage notes and bonds payable, included in Mortgage notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.
(3) 
Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had a net cost basis of approximately $2.9 million as of June 30, 2018 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of June 30, 2018, and December 31, 2017 (dollars in thousands):

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June 30, 2018
 
December 31, 2017
Real estate:
 
 
 
 
Land and land improvements
 
$
360,576

 
$
356,316

Irrigation systems
 
62,158

 
50,282

Buildings
 
18,463

 
18,191

Horticulture
 
35,928

 
34,803

Other improvements
 
6,687

 
6,551

Real estate, at gross cost
 
483,812

 
466,143

Accumulated depreciation
 
(20,538
)
 
(16,657
)
Real estate, net
 
$
463,274

 
$
449,486

Real estate depreciation expense on these tangible assets was approximately $2.0 million and $3.9 million for the three and six months ended June 30, 2018, respectively, and $1.4 million and $2.7 million for the three and six months ended June 30, 2017, respectively.
Included in the figures above are amounts related to tenant improvements, which are improvements made on certain of our properties paid for by our tenants but owned by us. As of each of June 30, 2018, and December 31, 2017, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.4 million. We recorded both depreciation expense and additional rental revenue related to these tenant improvements of approximately $74,000 and $150,000 for the three and six months ended June 30, 2018, respectively, and $53,000 and $89,000 for three and six months ended June 30, 2017, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of June 30, 2018, and December 31, 2017 (dollars in thousands):
 
 
June 30, 2018
 
December 31, 2017
Lease intangibles:
 
 
 
 
Leasehold interest – land
 
$
3,498

 
$
3,498

In-place leases
 
1,404

 
1,451

Leasing costs
 
1,526

 
1,490

Tenant relationships
 
439

 
439

Lease intangibles, at cost
 
6,867

 
6,878

Accumulated amortization
 
(1,789
)
 
(1,386
)
Lease intangibles, net
 
$
5,078

 
$
5,492

Total amortization expense related to these lease intangible assets was approximately $253,000 and $546,000 for the three and six months ended June 30, 2018, respectively, and $210,000 and $348,000 for the three and six months ended June 30, 2017, respectively.
The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of June 30, 2018, and December 31, 2017 (dollars in thousands):
 
 
June 30, 2018
 
December 31, 2017
Intangible Asset or Liability
 
Deferred
Rent Asset
(Liability)
 
Accumulated
(Amortization)
Accretion
 
Deferred
Rent Asset
(Liability)
 
Accumulated
(Amortization)
Accretion
Above-market lease values and lease incentives(1)
 
$
26

 
$
(9
)
 
$
26

 
$
(5
)
Below-market lease values and other deferred revenue(2)
 
(823
)
 
159

 
(823
)
 
125

 
 
$
(797
)
 
$
150

 
$
(797
)
 
$
120

(1) 
Above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Condensed Consolidated Balance Sheets, and the related amortization is recorded as a reduction of rental income.
(2) 
Below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to rental income.
Total amortization related to above-market lease values and lease incentives was approximately $2,000 and $4,000 for the three and six months ended June 30, 2018, respectively, and $2,000 and $4,000 during the three and six months ended June 30, 2017,

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respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $17,000 and $34,000 for the three and six months ended June 30, 2018, respectively, and $15,000 and $30,000 for the three and six months ended June 30, 2017, respectively.
Acquisitions
Upon our adoption of ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” during the three months ended December 31, 2016, most acquisitions, including those with a prior leasing history, are generally treated as an asset acquisition under ASC 360. For acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired, other than those costs that directly related to originating new leases we execute upon acquisition, which are capitalized as part of leasing costs. In addition, total consideration for acquisitions may include a combination of cash and equity securities, such as OP Units. When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition.
2018 Acquisitions
During the six months ended June 30, 2018, we acquired two new farms, which are summarized in the table below (dollars in thousands):
Property
Name
 
Property
Location
 
Acquisition
Date
 
Total
Acreage
 
No. of
Farms
 
Primary
Crop(s)
 
Lease
Term
 
Renewal
Options
 
Total
Purchase
Price
 
Acquisition
Costs(1)
 
Annualized
Straight-line
Rent(2)
 
New
Long-term
Debt
Taft Highway(3)
 
Kern, CA
 
1/31/2018
 
161
 
1
 
Potatoes and Melons
 
N/A
 
N/A
 
$
2,945

 
$
32

 
$

 
$
1,473

Cemetery Road
 
Van Buren, MI
 
3/13/2018
 
176
 
1
 
Blueberries
 
9.6 years
 
N/A
 
2,100

 
39

 
150

 
1,260

 
 
 
 
 
 
337
 
2
 
 
 
 
 
 
 
$
5,045

 
$
71

 
$
150

 
$
2,733

(1) 
Unless noted otherwise, acquisitions were accounted for as asset acquisitions under ASC 360.
(2) 
Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.
(3) 
Farm was purchased with no lease in place at the time of acquisition. On May 10, 2018, we entered into a new, short-term lease for a portion of the farm. The new lease is scheduled to expire on September 30, 2018, and provides for annualized straight-line rent of approximately $27,000.
During the three and six months ended June 30, 2018, in the aggregate, we recognized operating revenues of approximately $41,000 and $49,000, respectively, and a net loss of approximately $23,000 and $28,000, respectively, related to the above acquisitions.
2017 Acquisitions
During the six months ended June 30, 2017, we acquired seven new farms, which are summarized in the table below (dollars in thousands).
Property
Name
 
Property
Location
 
Acquisition
Date
 
Total
Acreage
 
No. of
Farms
 
Primary
Crop(s)
 
Lease Term(1)
 
Renewal
Options
 
Total
Purchase
Price
 
Acquisition
Costs
(2)
 
Annualized
Straight-line
Rent
(3)
 
Net
Long-term
Debt
Citrus Boulevard
 
Martin, FL
 
1/12/2017
 
3,748
 
1
 
Organic Vegetables
 
7.0 years
 
3 (5 years)
 
$
54,000

 
$
80

 
$
2,926

 
$
32,400

Spot Road (4)
 
Yuma, AZ
 
6/1/2017
 
3,280
 
4
 
Melons and Alfalfa Hay
 
8.6 years
 
1 (10 years) & 1 (2 years)
 
27,500

 
88

 
1,673

 
15,300

Poplar Street
 
Bladen, NC
 
6/2/2017
 
310
 
2
 
Organic Blueberries
 
9.6 years
 
1 (5 years)
 
2,169

 
49

 
122

(5) 
1,301

 
 
 
 
 
 
7,338
 
7
 
 
 
 
 
 
 
$
83,669

 
$
217

 
$
4,721

 
$
49,001

(1) 
Where more than one lease was assumed or executed, represents the weighted average lease term on the property.
(2) 
Unless noted otherwise, acquisitions were accounted for as asset acquisitions under ASC 360.
(3) 
Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.
(4) 
Includes two farms (1,368 total acres) acquired through a leasehold interest, with the State of Arizona as the lessor. These state leases expire in February 2022 (485 total acres) and February 2025 (883 total acres). In addition, in connection with the acquisition of this property, we assumed four in-place leases with us as the lessor or sublessor. Three of these leases are agricultural leases, with one lease expiring on June 30, 2019, and two leases expiring on September 15, 2026. The fourth lease is a residential lease that expires on September 30, 2019.
(5) 
This lease provides for a variable rent component based on the gross crop revenues earned on the property. The figure above represents only the minimum cash guarantee under the lease.
During the three and six months ended June 30, 2017, in the aggregate, we recognized operating revenues of approximately $883,000 and $1.5 million, respectively, and earnings of approximately $429,000 and $809,000, respectively, related to the above acquisition.

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Purchase Price Allocations
The allocation of the aggregate purchase price for the farms acquired during each of the six months ended June 30, 2018 and 2017 is as follows (dollars in thousands):
Acquisition Period
 
Land and Land
Improvements
 
Buildings
 
Irrigation &
Drainage Systems
 
Other Improvements
 
Horticulture
 
Leasehold
Interest –
Land
 
In-place
Leases
 
Leasing
Costs
 
Total
Purchase Price
2018 Acquisitions
 
$
3,256

 
$
123

 
$
582

 
$

 
$
961

 
$

 
76

 
$
47

 
$
5,045

2017 Acquisitions
 
65,839

 
2,123

 
10,336

 
455

 
706

 
3,488

 
254

 
468

 
83,669

Acquired Intangibles and Liabilities
The following table shows the weighted-average amortization periods (in years) for the intangible assets acquired and liabilities assumed in connection with new real estate acquired during the six months ended June 30, 2018 and 2017:
 
 
Weighted-Average
Amortization Period (in Years)
Intangible Assets and Liabilities
 
2018
 
2017
Leasehold interest – land
 
0.0
 
6.9
In-place leases
 
9.6
 
9.1
Leasing costs
 
9.6
 
9.2
Above-market lease values
 
0.0
 
2.1
Below-market lease values and deferred revenue
 
0.0
 
2.3
All intangible assets and liabilities
9.6
 
7.3
Significant Existing Real Estate Activity
Lease Renewals
During the three months ended March 31, 2018, we terminated the leases on two of our farms in Cochise County, Arizona, early and entered into two new lease agreements with a new tenant. Each of the new leases is for a term of one year and provides for aggregate minimum rents of approximately $480,000, which represents a decrease of approximately $203,000 (approximately 29.7%) from that of the prior leases (before each of their terminations). However, each of the new leases also contains a variable rent component based on the total gross revenues earned by the tenants on the respective farms, whereas the prior leases were both fixed-rent leases. In addition, both of the new leases are pure, triple-net lease agreements, whereas one of the prior leases was a partial-net lease (with us responsible for the property taxes on the farm). In connection with one of the early lease terminations, on the termination date, the lease had a deferred rent liability balance of approximately $84,000. In accordance with ASC 360-10, we recognized this balance as additional rental income during the three months ended March 31, 2018 (on the lease termination date). In connection with the other early lease termination, a full allowance of the respective lease’s deferred rent asset balance (which was approximately $50,000) was recorded to bad debt expense during the three months ended December 31, 2017. No downtime was incurred as a result of the early terminations and re-leasing of these farms, nor were any leasing commissions or tenant improvements incurred in connection with the new leases.
On June 11, 2018, we entered into a new 10-year lease agreement with a new, unrelated third-party tenant on the 169-acre farm located in Ventura County, California, previously farmed by Land Advisers. The new lease commenced on August 1, 2018, and provides for annualized straight-line rent of approximately $667,000, which represents a decrease of approximately $91,000, or 12.0%, from that of the previous lease that was assigned to Land Advisers (see Note 6, “Related-Party Transactions—TRS Lease Assumption” for further discussion on this lease assignment). However, the new lease is a pure, triple-net lease, whereas the previous lease was a partial-net lease (with us, as landlord, responsible for the property taxes on the farm), which is expected to result in annual tax savings of at least $108,000 per year.
Land Exchange
On June 7, 2018, we completed a transaction with the current tenant on one of our Florida farms where we exchanged land for total consideration consisting of both land and cash. As a result of the transaction, we sold 26 net acres for total cash proceeds of approximately $132,000 and, after closing costs, recognized a nominal loss on the transaction.

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Project Completion
In connection with a lease amendment executed on one of our Florida properties in June 2017, we committed to providing additional capital to expand and upgrade the existing cooler on the property. These improvements were completed during the three months ended March 31, 2018, at a total cost of approximately $748,000. As a result of these improvements (and pursuant to the lease amendment), we expect to receive approximately $302,000 of additional rental income throughout the term of the lease, which expires on June 30, 2022.
Property and Casualty Loss
In January 2018, a lightning strike damaged the power plant that supplies power to one of our Arizona properties, causing damage to certain irrigation improvements on our property. We estimated the carrying value of the improvements damaged by the lightning strike to be approximately $129,000. During the three months ended March 31, 2018, we wrote down the carrying values of the damaged improvements by approximately $129,000, and, in accordance with ASC 610-30, “Revenue Recognition—Other Income—Gains and Losses on Involuntary Conversions,” recorded a corresponding property and casualty loss on the accompanying Condensed Consolidated Statement of Operations.
Repairs were completed on the damaged irrigation improvements during the three months ended March 31, 2018. During the three months ended March 31, 2018, we incurred approximately $81,000 to repair the damaged improvements, of which approximately $34,000 was capitalized as real estate additions and $47,000 was recorded as repairs and maintenance expense, which is included within Property operating expenses on the accompanying Condensed Consolidated Statements of Operations.
We are still in the process of assessing the amount expected to be recovered, as well as the collectability of such amounts; thus, no offset to the loss has been recorded as of June 30, 2018.
Portfolio Diversification and Concentrations
Diversification
The following table summarizes the geographic locations, by state, of our farms with leases to unrelated third-party tenants in place as of June 30, 2018 and 2017 (dollars in thousands):
 
 
As of and For the Six Months Ended June 30, 2018
 
As of and For the Six Months Ended June 30, 2017
State
 
Number
of
Farms
 
Total
Acres
 
% of
Total
Acres
 
Rental
Revenue
 
% of Total
Rental
Revenue
 
Number
of
Farms
 
Total
Acres
 
% of
Total
Acres
 
Rental
Revenue
 
% of Total
Rental
Revenue
California(1)
 
29
 
8,241
 
13.0%
 
$
6,061

 
45.5%
 
22
 
6,713
 
11.6%
 
$
5,728

 
48.8%
Florida
 
16
 
10,980
 
17.3%
 
3,530

 
26.5%
 
16
 
9,315
 
16.1%
 
3,143

 
26.8%
Colorado
 
10
 
31,450
 
49.7%
 
1,372

 
10.3%
 
9
 
30,170
 
52.1%
 
1,345

 
11.4%
Arizona
 
6
 
6,280
 
9.9%
 
955

 
7.2%
 
6
 
6,280
 
10.8%
 
512

 
4.3%
Oregon
 
4
 
2,313
 
3.7%
 
618

 
4.6%
 
4
 
2,313
 
4.0%
 
589

 
5.0%
Nebraska
 
2
 
2,559
 
4.0%
 
290

 
2.2%
 
2
 
2,559
 
4.4%
 
290

 
2.5%
Washington
 
1
 
746
 
1.2%
 
242

 
1.8%
 
 
 
—%
 

 
—%
Michigan
 
5
 
446
 
0.7%
 
170

 
1.3%
 
4
 
270
 
0.5%
 
125

 
1.1%
North Carolina
 
2
 
310
 
0.5%
 
82

 
0.6%
 
2
 
310
 
0.5%
 
10

 
0.1%
TOTALS
 
75
 
63,325
 
100.0%
 
$
13,320

 
100.0%
 
65
 
57,930
 
100.0%
 
$
11,742

 
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 four of these growing regions.
Concentrations
Credit Risk
As of June 30, 2018, our farms were leased to 51 different, unrelated third-party tenants (plus one related-party tenant), with certain tenants leasing more than one farm. One unrelated tenant (“Tenant A”) leases five of our farms, and aggregate rental revenue attributable to Tenant A accounted for approximately $2.2 million, or 16.6%, of the rental revenue recorded during the six months ended June 30, 2018. If Tenant A fails to make rental payments, elects to terminate its leases prior to their expirations, or does not renew its leases (and we cannot re-lease the farms on satisfactory terms), there could be a material adverse effect on our financial performance and ability to continue operations. No other individual tenant represented greater than 10.0% of the total rental revenue recorded during the six months ended June 30, 2018.

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Geographic Risk
As of June 30, 2018, 29 of the 75 farms we owned were located in California, 16 farms were located in Florida, and 10 farms were located in Colorado. Further, our California, Florida, and Colorado farms accounted for approximately $6.1 million (45.5%), $3.5 million (26.5%), and $1.4 million (10.3%), respectively, of the rental revenue recorded during the six months ended June 30, 2018. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster occur where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. None of our farms in California or Florida were materially impacted by the recent wildfires or hurricanes in those respective areas. No other single state accounted for more than 10.0% of the total rental revenue recorded during the six months ended June 30, 2018.
NOTE 4. BORROWINGS
Our borrowings as of June 30, 2018, and December 31, 2017 are summarized below (dollars in thousands):
 
 
Carrying Value as of
 
As of June 30, 2018
 
 
June 30, 2018
 
December 31, 2017
 
Stated Interest
Rates(1)
(Range; Wtd Avg)
 
Maturity Dates
(Range; Wtd Avg)
Mortgage notes and bonds payable:
 
 
 
 
 
 
 
 
Fixed-rate mortgage notes payable
 
$
206,393

 
$
208,469

 
3.16%–4.99%; 3.63%
 
6/1/2020–11/1/2041; June 2029
Fixed-rate bonds payable
 
85,551

 
84,519

 
2.38%–4.47%; 3.15%
 
7/30/2018–3/13/2028; August 2021
Total mortgage notes and bonds payable
 
291,944

 
292,988

 
 
 
 
Debt issuance costs – mortgage notes and bonds payable
 
(2,020
)
 
(1,986
)
 
N/A
 
N/A
Mortgage notes and bonds payable, net
 
$
289,924

 
$
291,002

 
 
 
 
 
 
 
 
 
 
 
 
 
Variable-rate revolving lines of credit
 
$
3,500

 
$
10,000

 
4.57%
 
4/5/2024
 
 
 
 
 
 
 
 
 
Total borrowings, net
 
$
293,424

 
$
301,002

 
 
 
 
 
(1) 
Where applicable, stated interest rates are before interest patronage (as described below).
The weighted-average interest rate charged on the above borrowings, excluding the impact of debt issuance costs and before any interest patronage, or refunded interest, was 3.60% and 3.56% for the three and six months ended June 30, 2018, respectively, and 3.28% and 3.27% for the three and six months ended June 30, 2017, respectively. In addition, 2017 interest patronage from our Farm Credit Notes Payable (as defined below), which we received and recorded during the six months ended June 30, 2018, resulted in an 18.0% reduction (approximately 71 basis points) to the stated interest rates on such borrowings. We are unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2018 on our Farm Credit Notes Payable.
MetLife Borrowings
MetLife Facility
On May 9, 2014, we closed on a credit facility (the “MetLife Facility”) with Metropolitan Life Insurance Company (“MetLife”). As a result of subsequent amendments, the MetLife Facility currently consists of an aggregate of $200.0 million of term notes (the “MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”). The following table summarizes the pertinent terms of the MetLife Facility as of June 30, 2018 (dollars in thousands, except for footnotes):

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Issuance
 
Aggregate
Commitment
 
Maturity
Dates
 
Principal
Outstanding
 
Interest Rate Terms
 
Undrawn
Commitment
 
MetLife Term Notes
 
$
200,000

(1) 
1/5/2029
 
$
128,914

 
3.30%, fixed through 1/4/2027
(2) 
$
63,530

(3)(4) 
MetLife Lines of Credit
 
75,000

 
4/5/2024
 
3,500

 
3-month LIBOR + 2.25%
(5) 
71,500

(3) 
Total principal outstanding
 
 
 
$
132,414

 
 
 
 
  
 
(1) 
If the aggregate commitment under the MetLife Facility is not fully utilized by December 31, 2019, MetLife has the option to be relieved of its obligation to disburse the additional funds under the MetLife Term Notes.
(2) 
Represents the blended interest rate as of June 30, 2018. Interest rates for subsequent disbursements will be based on then-prevailing market rates. The interest rate on all then-outstanding disbursements will be subject to adjustment on January 5, 2027. Through December 31, 2019, the MetLife Term Notes are also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the MetLife Term Notes).
(3) 
Based on the properties that were pledged as collateral under the MetLife Facility, as of June 30, 2018, the maximum additional amount we could draw under the facility was approximately $16.9 million.
(4) 
Net of amortizing principal payments of approximately $7.6 million.
(5) 
The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50%, plus an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under each line of credit). The interest rate spread will be subject to adjustment on October 5, 2019. As of June 30, 2018, the interest rate on the MetLife Lines of Credit was 4.57%.
Individual MetLife Notes
The following table summarizes, in the aggregate, the terms of two additional loan agreements entered into with MetLife (collectively, the “Individual MetLife Notes”) as of June 30, 2018 (dollars in thousands):
Date of Issuance
 
Principal Outstanding
 
Maturity Date
 
Principal Amortization
 
Interest Rate Terms
5/31/2017
 
$
15,032

 
2/14/2022 & 2/14/2025
 
28.6 years
 
3.55% & 3.85%, fixed throughout their respective terms
As of June 30, 2018, we were in compliance with all covenants applicable to the MetLife Borrowings.
Farm Credit Notes Payable
From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements with certain Farm Credit associations, including Farm Credit of Central Florida, FLCA (“Farm Credit CFL”), Farm Credit West, FLCA (“Farm Credit West”), Cape Fear Farm Credit, ACA (“CF Farm Credit”), Farm Credit of Florida, ACA (“Farm Credit FL”), and Northwest Farm Credit Services, FLCA (“NW Farm Credit,” and, collectively, with the other Farm Credit associations, “Farm Credit”). During the six months ended June 30, 2018, we entered into the following loan agreement with Farm Credit (dollars in thousands):
Issuer
 
Date of
Issuance
 
Amount(1)
 
Maturity
Date
 
Principal
Amortization
 
Interest Rate Terms(2)
Farm Credit West
 
4/11/2018
 
$
1,473

 
5/1/2038
 
20.5 years
 
4.99%, fixed through April 30, 2023 (variable thereafter)
 
(1) 
Proceeds from this note were used to repay existing indebtedness.
(2) 
Stated rate is before interest patronage.
The following table summarizes, in the aggregate, the pertinent terms of the loans outstanding from Farm Credit (collectively, the “Farm Credit Notes Payable”) as of June 30, 2018 (dollars in thousands, except for footnotes):

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Issuer
 
# of Loans
Outstanding
 
Dates of Issuance
 
Maturity Dates
 
Principal
Outstanding
 
Stated Interest
Rate(1)
 
Farm Credit CFL
 
7
 
9/19/2014 – 7/13/2017
 
6/1/2020 – 10/1/2040
 
$
24,274

 
4.29%
(2) 
Farm Credit West
 
5
 
4/4/2016 – 4/11/2018
 
5/1/2037 – 11/1/2041
 
25,332

 
4.08%
(3) 
CF Farm Credit
 
1
 
6/14/2017
 
7/1/2022
 
1,270

 
4.41%
(4) 
Farm Credit FL
 
1
 
8/9/2017
 
3/1/2037
 
5,727

 
4.70%
(5) 
NW Farm Credit
 
1
 
9/8/2017
 
9/1/2024
 
5,325

 
4.41%
(6) 
Total
 
15
 
 
 
 
 
$
61,928

 
 
 
 
(1) 
Represents the weighted-average, blended rate (before interest patronage, as discussed below) on the respective borrowings as of June 30, 2018.
(2) 
In April 2018, we received interest patronage of approximately $142,000 related to interest accrued on loans from Farm Credit CFL during the year ended December 31, 2017, which resulted in a 15.1% reduction (approximately 58 basis points) to the stated interest rates on such borrowings. In April 2017, we received interest patronage related to loans from Farm Credit CFL of approximately $124,000.
(3) 
In February 2018, we received interest patronage of approximately $126,000 related to interest accrued on loans from Farm Credit West during the year ended December 31, 2017, which resulted in a 19.7% reduction (approximately 75 basis points) to the stated interest rates on such borrowings. In February 2017, we received interest patronage related to loans from Farm Credit West of approximately $59,000.
(4) 
In April 2018, we received interest patronage of approximately $11,000 related to interest accrued on loans from CF Farm Credit during the year ended December 31, 2017, which resulted in a 36.6% reduction (approximately 161 basis points) to the stated interest rates on such borrowings. We did not receive any interest patronage related to loans from CF Farm Credit prior to 2018.
(5) 
In April 2018, we received interest patronage of approximately $27,000 related to interest accrued on loans from Farm Credit FL during the year ended December 31, 2017, which resulted in a 24.6% reduction (approximately 115 basis points) to the stated interest rates on such borrowings. We did not receive any interest patronage related to loans from Farm Credit FL prior to 2018.
(6) 
In February 2018, we received interest patronage of approximately $17,000 related to interest accrued on loans from NW Farm Credit during the year ended December 31, 2017, which resulted in a 22.7% reduction (approximately 100 basis points) to the stated interest rates on such borrowings. We did not receive any patronage related to loans from NW Farm Credit prior to 2018.
Interest patronage, or refunded interest, on our borrowings from the various Farm Credit associations is generally recorded upon receipt and is included in Other income on our Condensed Consolidated Statements of Operations. Receipt of interest patronage typically occurs in the first half of the calendar year following the year in which the respective interest payments are made.
As of June 30, 2018, we were in compliance with all covenants applicable to the Farm Credit Notes Payable.
Farmer Mac Facility
On December 5, 2014, we, through certain subsidiaries of our Operating Partnership, entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”) for a secured note purchase facility. As amended, the Bond Purchase Agreement provides for bond issuances up to an aggregate principal amount of $125.0 million (the “Farmer Mac Facility”) through December 11, 2018.
During the six months ended June 30, 2018, we issued one bond, the terms of which are summarized in the table below (dollars in thousands):
Date of Issuance
 
Gross
Proceeds(1)
 
Maturity Dates
 
Principal Amortization
 
Interest Rate Terms
3/13/2018
 
$
1,260

 
3/13/2028
 
None
 
4.47%, fixed throughout its respective term
(1) 
Proceeds from these bonds were used for the acquisition of a new farm.
The following table summarizes, in the aggregate, the terms of the 15 bonds outstanding under the Farmer Mac Facility as of June 30, 2018 (dollars in thousands):
Dates of Issuance
 
Initial
Commitment
 
Maturity Dates
 
Principal
Outstanding
 
Stated Interest Rate(1)
 
Undrawn
Commitment
 
12/11/2014–3/13/2018
 
$
125,000

(2) 
7/30/2018–3/13/2028
(3) 
$
85,551

 
3.15%
 
$
37,858

(4) 
(1) 
Represents the weighted-average interest rate as of June 30, 2018.
(2) 
If the balance of the Farmer Mac Facility is not fully utilized by December 11, 2018, Farmer Mac has the option to be relieved of its obligations to purchase additional bonds under the facility.
(3) 
Subsequent to June 30, 2018, a bond of approximately $9.4 million that was scheduled to mature on July 30, 2018, was replaced with a new bond issuance of approximately $10.4 million. See Note 10, “Subsequent Events,” for further details on the new issuance.
(4) 
As of June 30, 2018, there was no additional availability to draw under the Farmer Mac Facility, as no additional properties had been pledged as collateral.
As of June 30, 2018, we were in compliance with all covenants under the Farmer Mac Facility.

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Rabo Note Payable
On October 13, 2017, in connection with the acquisition of a farm, we closed on a term loan from Rabo AgriFinance, LLC (“Rabo”). The following table summarizes the terms of our loan agreement with Rabo (the “Rabo Note Payable”) as of June 30, 2018 (dollars in thousands):
Date of Issuance
 
Maturity Date
 
Principal Outstanding
 
Principal Amortization
 
Stated Interest Rate
10/13/2017
 
10/1/2022
 
$
518

 
25.0 years
 
4.59%
As of June 30, 2018, we were in compliance with all covenants under the Rabo Note Payable.
Debt Service – Aggregate Maturities
Scheduled principal payments of our aggregate mortgage notes and bonds payable as of June 30, 2018, for the succeeding years are as follows (dollars in thousands):
Period
 
Scheduled
Principal Payments
 
For the remaining six months ending December 31:
2018
 
$
19,679

(1) 
For the fiscal years ending December 31:
2019
 
11,111

 
 
2020
 
26,543

 
 
2021
 
7,309

 
 
2022
 
36,594

 
 
2023
 
41,377

 
 
Thereafter
 
149,331

 
 
 
 
$
291,944

 
(1) 
Subsequent to June 30, 2018, a bond of approximately $9.4 million that was scheduled to mature on July 30, 2018, was replaced with a new bond issuance of approximately $10.4 million. See Note 10, “Subsequent Events,” for further details on the new bond issuance.
Fair Value
ASC 820 provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10, “Fair Value Measurements and Disclosures,” establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1 — inputs that are based upon quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active or inactive markets or model-based valuation techniques, for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 — inputs are generally unobservable and significant to the fair value measurement. These unobservable inputs are generally supported by little or no market activity and are based upon management’s estimates of assumptions that market participants would use in pricing the asset or liability.
As of June 30, 2018, the aggregate fair value of our long-term, fixed-rate mortgage notes and bonds payable was approximately $278.0 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $291.9 million. The fair value of our long-term, fixed-rate mortgage notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms. Further, due to the revolving nature of the MetLife Lines of Credit and the lack of changes in market credit spreads, their aggregate fair value as of June 30, 2018, is deemed to approximate their aggregate carrying value of $3.5 million
NOTE 5. SERIES A TERM PREFERRED STOCK
In August 2016, we completed a public offering of 6.375% Series A Cumulative Term Preferred Stock, par value $0.001 per share (the “Series A Term Preferred Stock”), at a public offering price of $25.00 per share. As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 1,150,000 shares of the Series A Term Preferred Stock for gross proceeds of approximately $28.8 million and net proceeds,

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after deducting underwriting discounts and offering expenses borne by us, of approximately $27.6 million. The Series A Term Preferred Stock is traded under the ticker symbol, “LANDP,” on the Nasdaq Global Market.
Generally, we may not redeem shares of the Series A Term Preferred Stock prior to September 30, 2018, except in limited circumstances to preserve our qualification as a REIT. On or after September 30, 2018, 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. The shares of the Series A Term Preferred Stock have a mandatory redemption date of September 30, 2021, and are not convertible into our common stock or any other securities. We incurred approximately $1.2 million in total offering costs related to this issuance, which have been recorded net of the Series A Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance Sheet and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Condensed Consolidated Statements of Operations.
The Series A Term Preferred Stock is recorded as a liability on our accompanying Condensed Consolidated Balance Sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity,” which states that mandatorily-redeemable financial instruments should be classified as liabilities. In addition, the related dividend payments are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations.
As of June 30, 2018, the fair value of our Series A Term Preferred Stock was approximately $29.3 million, as compared to the carrying value, exclusive of offering costs, of $28.8 million. The fair value of our Series A Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10, “Fair Value Measurements and Disclosures,” and is calculated based on the closing per-share price as of June 30, 2018, of $25.50.
For information on the dividends declared by our Board of Directors and paid by us on the Series A Term Preferred Stock during the six months ended June 30, 2018 and 2017, see Note 7, “Equity—Distributions.”
NOTE 6. RELATED-PARTY TRANSACTIONS
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by David Gladstone, our chairman, chief executive officer, and president. In addition, two of our executive officers, Mr. Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary, also serves as our Administrator’s president, general counsel, and secretary.
The initial investment advisory agreement with our Adviser that was in effect through March 31, 2017 (the “Prior Advisory Agreement”), and the current administration agreement with our Administrator (the “Administration Agreement”) each became effective February 1, 2013. On April 11, 2017, we entered into a Second Amended and Restated Investment Advisory Agreement (the “Amended Advisory Agreement”) with our Adviser that became effective beginning with the three months ended June 30, 2017. Our entrance into the Amended Advisory Agreement was approved unanimously by our board of directors, including, specifically, our independent directors.
A summary of the compensation terms for each of the Prior Advisory Agreement, the Amended Advisory Agreement, and the Administration Agreement is below.
Prior Advisory Agreement
Pursuant to the Prior Advisory Agreement that was in effect through March 31, 2017, our Adviser was compensated in the form of a base management fee and, as applicable, an incentive fee. Each of these fees is described below.
Base Management Fee
We paid an annual base management fee equal to 2.0% of our adjusted stockholders’ equity, which was defined as our total stockholders’ equity at the end of each quarter less the recorded value of any preferred stock we may have issued.
Incentive Fee
We also paid an additional quarterly incentive fee based on funds from operations (as defined in the Prior Advisory Agreement). For purposes of calculating the incentive fee, our funds from operations, before giving effect to any incentive fee (our “Pre-Incentive Fee FFO”), included any realized capital gains or losses, less any distributions paid on our preferred stock, but did not include any unrealized capital gains or losses. The incentive fee rewarded our Adviser if our Pre-Incentive Fee FFO for a particular calendar quarter exceeded a hurdle rate of 1.75% (7.0% annualized) of our total stockholders’ equity (as shown on the balance sheet) at the end of the quarter. Our Adviser received 100% of the amount of the Pre-Incentive Fee FFO for the

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quarter that exceeded the hurdle rate but was less than 2.1875% of our total stockholders’ equity at the end of the quarter (8.75% annualized) and 20% of the amount of our Pre-Incentive Fee FFO that exceeded 2.1875% for the quarter.
Amended Advisory Agreement
Pursuant to the Amended Advisory Agreement, effective beginning with the three months ended June 30, 2017, our Adviser has been compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Each of these fees is described below.
Base Management Fee
A base management fee is paid quarterly and will be calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter’s total adjusted equity, which is defined as total equity plus total mezzanine equity, 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 (“Total Adjusted Equity”).
Incentive Fee
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 Equity. For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Amended Advisory Agreement as FFO (also as defined in the Amended 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 are not treated as a liability for GAAP purposes. Our Adviser will receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO does not exceed the hurdle rate; (ii) 100% of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and (iii) 20% of the amount of the Pre-Incentive Fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Capital Gains Fee
A capital gains-based incentive fee will be calculated and payable in arrears at the end of each fiscal year (or upon termination of the Amended Advisory Agreement). The capital gains fee shall equal: (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paid in prior periods. For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property, minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property’s original acquisition price plus any subsequent, non-reimbursed capital improvements). At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid. To date, no capital gains fee has been earned by our Advisor.
Termination Fee
In the event of our termination of the Amended Advisory Agreement for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.
Administration Agreement
Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing services 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.
TRS Lease Assumption
On October 17, 2017, the then-existing lease on one of our California farms was assigned by the tenant to Land Advisers (the “TRS Lease Assumption”). The lease assigned to Land Advisers, as amended, expired on July 31, 2018, and effective August 1, 2018 (pursuant to a new lease agreement executed on June 11, 2018), this farm began being leased out to a new, unrelated third-party tenant under a 10-year lease.
TRS Fee Arrangements
In connection with the TRS Lease Assumption, on October 23, 2017, in exchange for services provided by our Adviser to Land Advisers, our Adviser and Land Advisers entered into an Expense Sharing Agreement (the “TRS Expense Sharing Agreement”). In addition, during the three months ended December 31, 2017, to account for the time our Administrator’s staff spends on activities related to Land Advisers, we adopted a policy wherein a portion of the fee paid by the Company to our

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Administrator pursuant to the Administration Agreement would be allocated to Land Advisers (the “TRS Administration Fee Allocation, and together with the TRS Expense Sharing Agreement, the “TRS Fee Arrangements”).
TRS Expense Sharing Agreement
Pursuant to the TRS Expense Sharing Agreement, our Adviser is responsible for maintaining the day-to-day operations on the farm leased to Land Advisers. In exchange for such services, Land Advisers compensates our Adviser through reimbursement of certain expenses incurred by our Adviser, including Land Advisers’ pro-rata share of our Adviser’s payroll and related benefits (based on the percentage of each employee’s time devoted to matters related to Land Advisers in relation to the time such employees devoted to all affiliated funds, collectively, advised by our Adviser) and general overhead expenses (based on the total general overhead expenses incurred by our Adviser multiplied by the ratio of hours worked by our Adviser’s employees on matters related to Land Advisers to the total hours worked by our Adviser’s employees).
Through June 30, 2018, our Adviser had incurred approximately $189,000 of costs related to services provided to Land Advisers (approximately $43,000 and $118,000 of which were incurred during the three and six months ended June 30, 2018, respectively). Such costs, while payable by Land Advisers, were initially accumulated and deferred (included within Crop inventory on the accompanying Condensed Consolidated Balance Sheets) and then allocated to costs of sales as the related crops are harvested and sold. During the three and six months ended June 30, 2018, approximately $94,000 and $161,000, respectively, of the total accumulated costs incurred by our Adviser was allocated to the costs of crops sold and is included within Management Fee on the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2018. The remaining $28,000 of accumulated costs incurred by our Adviser was allocated to harvested but unsold crops held within crop inventory as of June 30, 2018. As the market value of our crop inventory was written down to zero as of June 30, 2018, all costs allocated to these crops (including the $28,000 incurred by our Adviser) were included within Loss on write-down of inventory on the accompanying Condensed Consolidated Statement of Operations. See Note 2, “Summary of Significant Accounting Policies—Crop Inventory and Crop Sales—Crop Inventory,” for further discussion on the write-down of our crop inventory as of June 30, 2018. In addition, during the three months ended June 30, 2018, our Adviser granted Land Advisers a voluntary, irrevocable waiver of approximately $174,000 to be applied against a portion of the fees incurred by our Adviser on behalf of Land Advisers pursuant to the TRS Expense Sharing Agreement.
TRS Administration Fee Allocation
Under to the TRS Administration Fee Allocation, a portion of the fee owed by us to our Administrator under the Administration Agreement is allocated to Land Advisers based on the percentage of each employee’s time devoted to matters related to Land Advisers in relation to the total time such employees devoted to the Company.
During the three and six months ended June 30, 2018, approximately $17,000 and $30,000, respectively, of the administration fee that would have otherwise been owed by us to our Administrator was allocated to Land Advisers. This administration fee is payable by Land Advisers and is included within Administration Fee on the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018.
Gladstone Securities
On April 11, 2017, we entered into an agreement with Gladstone Securities, LLC (“Gladstone Securities”), effective beginning with the three months ended June 30, 2017, for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the “Financing Arrangement Agreement”). Gladstone Securities is a privately-held broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by Mr. Gladstone, who also serves on the board of managers of Gladstone Securities.
Financing Arrangement Agreement
We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing financing on our properties. Depending on the size of the financing obtained, the maximum amount of the financing fee, which will be payable upon closing of the respective financing, will range from 0.5% to 1.0% of the amount of financing obtained. The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions. Financing fees paid to Gladstone Securities during the six months ended June 30, 2018 was approximately $2,000. Through June 30, 2018, the total amount of financing fees paid to Gladstone Securities represented approximately 0.12% of the total financings secured since the Financing Arrangement Agreement has been in place.

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Dealer-Manager Agreement
On January 10, 2018, we entered into a dealer-manager agreement (the “Dealer-Manager Agreement”) with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the Primary Offering of our Series B Preferred Stock (each as defined in Note 7, “Equity—Series B Preferred Stock”). Under the Dealer-Manager Agreement, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock, and we will pay Gladstone Securities: (i) selling commissions of up to 7.0% of the gross proceeds from sales of Series B Preferred Stock in the Primary Offering, and (ii) a dealer-manager fee of 3.0% of the gross proceeds from sales of Series B Preferred Stock in the Primary Offering (the “Dealer-Manager Fee”).  Gladstone Securities may, in its sole discretion, reallow a portion of the Dealer-Manager Fee to participating broker-dealers in support of the Primary Offering. The terms of the Dealer-Manager Agreement were approved by our board of directors, including all of its independent directors. Through June 30, 2018, total selling commissions and dealer-manager fees paid to Gladstone Securities in connection with sales of the Series B Preferred Stock was approximately $50,000 (all of which was paid during the three months ended June 30, 2018). Such fees are netted against the gross proceeds received from sales of the Series B Preferred Stock and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheet.
Related-Party Fees
The following table summarizes related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands):
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Management fee(1)(2)
$
754

(3) 
$
530

 
$
1,411

(3) 
$
924

Incentive fee(1)(2)

 
76

 

 
427

Credits from voluntary, irrevocable waiver by Adviser’s board of directors(2)
(174
)
 

 
(174
)
 

Total fees to our Adviser
$
580

 
$
606

 
$
1,237

 
$
1,351

Administration fee(1)(2)
$
275

(4) 
$
219

 
$
549

(4) 
$
445

Dealer-Manager Fees to Gladstone Securities(1)(5)
$
50

 
$

 
$
50

 
$

Financing Fees to Gladstone Securities(1)(6)
$
2

 
$
2

 
$
2

 
$
2

(1) 
Pursuant to the agreements with the respective related-party entities, as discussed above.
(2) 
Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations.
(3) 
Includes the allocation of approximately $94,000 and $161,000 of the total accumulated costs incurred by our Adviser as a result of the crops harvested and sold on the farm operated by Land Advisers during the three and six months ended June 30, 2018, respectively, as further described above under “TRS Expense Sharing Agreement.” Excludes an additional $28,000 of accumulated costs incurred by our Adviser pursuant to the TRS Expense Sharing Agreement. Such costs were allocated to crop inventory that was written down to zero as of June 30, 2018, and are included within Loss on write-down of inventory on the accompanying Condensed Consolidated Statements of Operations (as discussed in more detail under “TRS Fee Arrangements—TRS Expense Sharing Agreement” above).
(4) 
Includes the portion of administration fee that was allocated to Land Advisers (approximately $17,000 and $30,000 for each of the three and six months ended June 30, 2018, respectively), as further described above under “TRS Administration Fee Allocation.”
(5) 
Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheet.
(6) 
Included in Mortgage notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations.
Related-Party Fees Due
Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of June 30, 2018, and December 31, 2017, were as follows (dollars in thousands):

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June 30, 2018
 
December 31, 2017
Management fee due to Adviser
 
$
703

(1) 
$
666

Credits to fees due to Adviser(2)
 
(174
)
 

Other due to Adviser(3)
 
3

 
16

Total due to Adviser
 
532

 
682

Administration fee due to Administrator
 
275

(4) 
258

Total due to Administrator
 
275

 
258

Total due to related parties(5)
 
$
807

 
$
940

(1) 
Includes approximately $43,000 owed by Land Advisers to our Advisor, pursuant to the TRS Expense Sharing Agreement, as discussed above.
(2) 
The credit received from our Adviser for the three and six months ended June 30, 2018, was granted as a voluntary, irrevocable waiver to be applied against the fees incurred by our Adviser on behalf of Land Advisers pursuant to the TRS Expense Sharing Agreement, as discussed above.
(3) 
Other fees due to or from related parties primarily relate to miscellaneous general and administrative expenses paid by our Adviser or Administrator on our behalf or by us on our Adviser’s or Administrator’s behalf.
(4) 
Includes approximately $17,000 owed by Land Advisers to our Administrator, in accordance with the TRS Administration Fee Allocation, as discussed above.
(5) 
Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets.
NOTE 7. EQUITY
Amendment to Articles of Incorporation
On January 10, 2018, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary to reclassify and designate 6,500,000 shares of our authorized and unissued shares of capital stock as shares of Series B Preferred Stock (as defined below). The reclassification decreased the number of shares classified as common stock from 98,000,000 shares immediately prior to the reclassification to 91,500,000 shares immediately after the reclassification.
Stockholders’ Equity
As of June 30, 2018, there were 6,500,000 shares of Series B Preferred Stock (as defined below), par value $0.001 per share, authorized, with 20,280 shares issued and outstanding worth an aggregate liquidation value of $507,000; and 91,500,000 shares of common stock, par value $0.001 per share, authorized, with 16,023,872 shares issued and outstanding. As of December 31, 2017, there were 98,000,000 shares of common stock, par value $0.001 per share, authorized, with 13,791,574 shares issued and outstanding.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of June 30, 2018, and December 31, 2017, we owned approximately 95.7% and 93.2%, respectively, of the outstanding OP Units.
On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis.  The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption.  A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.
On January 16, 2018, 37,500 OP Units were tendered for redemption, and on January 17, 2018, we issued 7,700 shares of common stock in exchange for 7,700 OP Units, and we satisfied the redemption of the remaining 29,800 OP Units with a cash payment of approximately $400,000 (approximately $13.42 per OP Unit). On May 4, 2018, 19,230 OP Units were tendered for redemption, and on May 11, 2018, we issued 9,615 shares of common stock in exchange for 9,615 OP Units, and we satisfied the redemption of the remaining 9,615 OP Units with a cash payment of approximately $121,000 (approximately $12.54 per OP Unit). On June 12, 2018, 233,952 OP Units were tendered for redemption, and on June 13, 2018, we issued 233,952 shares of common stock in exchange for 233,952 OP Units. For OP Unit redemptions subsequent to June 30, 2018, see Note 10, “Subsequent Events.”
Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock.  When a non-Company unitholder redeems an OP Unit, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.

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The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
As of June 30, 2018, and December 31, 2017, there were 717,423 and 1,008,105 OP Units held by non-controlling limited partners outstanding, respectively. As of June 30, 2018, all of the outstanding 717,423 OP Units were eligible to be tendered for redemption.
Registration Statement
On March 30, 2017, we filed a universal registration statement on Form S-3 (File No. 333-217042) with the SEC (the “2017 Registration Statement”) to replace our previous registration statement, which expired on April 1, 2017. The 2017 Registration Statement, which was declared effective by the SEC on April 12, 2017, permits us to issue up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities. As of June 30, 2018, we have issued a total of 3,675,106 shares of common stock (excluding 544,686 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $45.8 million, and 20,280 shares of Series B Preferred Stock (as defined below) for gross proceeds of approximately $507,000 under the 2017 Registration Statement.
2018 Equity Issuances
Series B Preferred Stock
On January 10, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of 6.00% Series B Cumulative Redeemable Preferred Stock, which offering was terminated on May 31, 2018, with no shares being sold. On May 31, 2018, we filed a new prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Primary Offering”) of our newly-designated 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an offering price of $25.00 per share for gross proceeds of up to $150.0 million and net proceeds, after deducting dealer-manager fees, selling commissions, and estimated expenses of the offering payable by us, of up to approximately $131.3 million, assuming all shares of the Series B Preferred Stock are sold in the Primary Offering. The Series B Preferred Stock is being offered on a continuous, “reasonable best efforts” basis by Gladstone Securities, the dealer-manager for the Primary Offering. See “Gladstone Securities—Dealer-Manager Agreement” in Note 6, “Related Party Transactions,” for a discussion of the fees and commissions to be paid to Gladstone Securities in connection with the offering of the Series B Preferred Stock.
The offering of the Series B Preferred Stock will terminate on the date (the “Termination Date”) that is the earlier of either June 1, 2023 (unless terminated earlier or extended by our Board of Directors), or the date on which all 6,000,000 shares offered in the Primary Offering are sold.
There is currently no public market for shares of the Series B Preferred Stock; however, we intend to apply to list the Series B Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the offering’s Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.
During the three months ended June 30, 2018, we completed the sale of 20,280 shares of the Series B Preferred Stock for gross proceeds of approximately $507,000 and net proceeds (net of certain discounts and after deducting dealer-manager fees and selling commissions borne by us) of approximately $456,000. No sales of the Series B Preferred Stock had been made prior to the three months ended June 30, 2018. As of June 30, 2018, excluding certain discounts, dealer-manager fees, and selling commissions, we have incurred approximately $393,000 of total costs related to this offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet) and are applied against the gross proceeds received from the offering through additional paid-in capital as shares of the Series B Preferred Stock are sold. See Note 10, “Subsequent Events,” for sales of Series B Preferred Stock completed subsequent to June 30, 2018.
Common Stock
Secondary Offering
On March 27, 2018, we completed a public offering of 1,100,000 shares of our common stock at a public offering price of $12.15 per share (the “March 2018 Offering”). The March 2018 Offering settled on March 29, 2018, and resulted in gross proceeds of approximately $13.4 million and net proceeds (after deducting underwriting discounts and direct offering expenses borne by us) of approximately $12.7 million. On April 4, 2018, the underwriters exercised the over-allotment option in connection with the March 2018 Offering, and, as a result, we issued an additional 165,000 shares. The over-allotment settled

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on April 9, 2018, and resulted in gross proceeds of approximately $2.0 million and net proceeds (after deducting underwriting discounts and direct offering expenses borne by us) of approximately $1.9 million. We used the proceeds received from this offering to repay existing indebtedness and for other general corporate purposes.
At-the-Market Program
On August 7, 2015, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements,” or our “Sales Agreements”) with Cantor Fitzgerald & Co. 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 $30.0 million (the “ATM Program”). During the six months ended June 30, 2018, we issued and sold 716,031 shares of our common stock at an average sales price of $12.90 per share under the ATM Program for gross proceeds of approximately $9.2 million and net proceeds of approximately $9.1 million. Through June 30, 2018, we have issued and sold a total of 1,324,667 shares of our common stock at an average sales price of $12.83 per share for gross proceeds of approximately $17.0 million and net proceeds of approximately $16.7 million.
Distributions
The distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the six months ended June 30, 2018 and 2017 are reflected in the table below.
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
Issuance
 
2018
 
2017
 
2018
 
2017
Series A Term Preferred Stock(1)
 
$
0.3984375

 
$
0.3984375

 
$
0.7968750

 
$
0.7968750

Series B Preferred Stock(2)
 
0.125

 

 
0.125

 

Common Stock(3)
 
0.13290

 
0.13050

 
0.26565

 
0.25950

(1) 
Treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations.
(2) 
On June 11, 2018, this dividend was declared by our Board of Directors for each share of Series B Preferred Stock issued and outstanding as of June 26, 2018, and was paid by us on July 5, 2018. The resulting dividend payable of approximately $3,000 is included within Accounts Payable and Accrued Expense, on the accompanying Condensed Consolidated Balance Sheet as of June 30, 2018.
(3) 
The same amounts were paid as distributions on each OP Unit held by non-controlling limited partners of the Operating Partnership.
NOTE 8. COMMITMENTS AND CONTINGENCIES
Operating Obligations
In connection with a lease amendment we executed on one of our Oregon farms in May 2017, we committed to providing up to $1.8 million of capital for anticipated improvements on the farm, including irrigation upgrades and the planting of new blueberry bushes, which improvements are expected to be completed by December 31, 2020. As stipulated in the lease amendment, we will begin earning additional rent on the cost of the improvements as the funds are disbursed by us at an initial annual rate of 6.5%, which rate is subject to annual escalations and market resets. As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately $718,000 of additional rent throughout the term of the lease, which expires September 30, 2024. As of June 30, 2018, we have expended or accrued approximately $921,000 related to this project.
In connection with the lease we executed upon our acquisition of our two North Carolina farms in June 2017, we committed to providing up to $300,000 of capital over the first two years to support additional plantings and infrastructure on the farm, which improvements are expected to be completed by June 30, 2019. As stipulated in the lease agreement, we will earn additional rent on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year’s minimum cash rent per the lease). As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately $157,000 of additional rent throughout the term of the lease, which expires December 31, 2026. As of June 30, 2018, we have expended or accrued approximately $166,000 related to this project.
In connection with the follow-on lease we executed upon our acquisition of a 1,884-acre farm in Florida in August 2017 (which had a commencement date of February 24, 2018), and as amended on March 23, 2018, we committed to providing up to $2.5 million of capital in the first year of the lease to support additional plantings and infrastructure on the farm, which improvements are expected to be completed during the three months ending September 30, 2018. As stipulated in the follow-on lease agreement, we will earn additional rent on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year’s minimum cash rent per the lease). As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately

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$820,000 of additional rent throughout the term of the lease, which expires February 23, 2024. As of June 30, 2018, we have expended or accrued approximately $2.4 million related to this project.
In connection with the lease we executed upon our acquisition of a 361-acre farm in California in August 2017, we committed to providing up to $4.0 million of capital over the first two years to fund the development of additional vineyard acreage on the farm, which development is expected to be completed by August 30, 2019. As stipulated in the lease agreement, we will earn additional rent on the total cost of the improvements as the funds are disbursed by us at an initial annual rate of 6.0%, which is subject to annual escalations. As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately $2.3 million of additional rent throughout the term of the lease, which expires May 31, 2027. As of June 30, 2018, we have expended or accrued approximately $710,000 related to this project.
Ground Lease Obligations
In connection with two farms acquired on June 1, 2017, through a leasehold interest, we assumed two ground leases under which we are the lessee (with the State of Arizona as the lessor). During the three and six months ended June 30, 2018, we recorded approximately $12,000 and $24,000 of lease expense (included as part of Property operating expenses on the accompanying Condensed Consolidated Statement of Operations), respectively, as a result of these ground leases. Future minimum lease payments due under the terms of these leases as of June 30, 2018, are as follows (dollars in thousands):
Period
 
Estimated Minimum
Lease Payments Due(1)
For the remaining six months ending December 31:
2018
 
$
24

For the fiscal years ending December 31:
2019
 
47

 
2020
 
47

 
2021
 
47

 
2022
 
30

 
2023