What changed in this filing

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Item 1. Financial Statements

2021-05-12 compared with 2020-11-04 · 321 added, 579 removed, 477 unchanged (65% of the section changed)

3 unchanged sentences

(In thousands, except share and per-share data)

September 30, 2020 December 31, 2019

March 31, 2021 December 31, 2020

Investments in real estate, net $ 1,046,371 $ 1,046,203

7 unchanged sentences

Series A cumulative term preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of September 30, 2020, and December 31, 2019, net

28,535 28,359

850,000 shares authorized, 0 shares issued or outstanding as of March 31, 2021;

2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of December 31, 2020, net

Series D cumulative term preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of March 31, 2021;

0 shares authorized, issued, or outstanding as of December 31, 2020, net

Accounts payable and accrued expenses 8,573 9,081

5 unchanged sentences

Series B cumulative redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

6,456,065 shares authorized 5,956,065 shares issued and outstanding as of September 30, 2020;

6,485,400 shares authorized, 4,755,869 shares issued and outstanding as of December 31, 2019

6,456,065 shares authorized 5,956,065 shares issued and outstanding as of March 31, 2021, and December 31, 2020

Series C cumulative redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

26,000,000 shares authorized, 420,230 shares issued and outstanding as of September 30, 2020;

no shares authorized, issued, or outstanding as of December 31, 2019

25,999,862 shares authorized, 1,624,113 shares issued and outstanding as of March 31, 2021;

25,999,862 shares authorized, 1,088,435 shares issued and outstanding as of December 31, 2020

Common stock, $ 0.001 par value;

65,543,935 shares authorized 22,204,906 shares issued and outstanding as of September 30, 2020;

63,094,073 shares authorized, 27,531,951 shares issued and outstanding as of March 31, 2021;

65,544,073 shares authorized, 26,219,019 shares issued and outstanding as of December 31, 2020

10 unchanged sentences

(In thousands, except share and per-share data)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2020 2019 2020 2019

For the Three Months Ended March 31,

OPERATING REVENUES:

9 unchanged sentences

Total operating expenses 9,907 8,083

Credits to fees from Adviser — — — ( 1,542 )

Total operating expenses, net of credits to fees 6,858 5,575 21,395 14,421

OTHER INCOME (EXPENSE):

1 unchanged sentence

Interest expense ( 6,193 ) ( 4,963 )

Dividends declared on Series A cumulative term preferred stock

( 458 ) ( 458 ) ( 1,375 ) ( 1,375 )

Dividends declared on Series A and Series D cumulative term preferred stock ( 804 ) ( 458 )

Loss on dispositions of real estate assets, net ( 798 ) ( 99 )

3 unchanged sentences

NET INCOME 554 3,101

Net loss (income) attributable to non-controlling interests

( 13 ) ( 6 ) ( 52 ) ( 9 )

Net income attributable to non-controlling interests ( 1 ) ( 42 )

NET INCOME ATTRIBUTABLE TO THE COMPANY 553 3,059

Dividends declared on Series B cumulative redeemable preferred stock

( 2,238 ) ( 1,161 ) ( 6,604 ) ( 2,655 )

Other charges related to Series B cumulative redeemable

preferred stock

( 44 ) — ( 44 ) —

Dividends declared on Series C cumulative redeemable preferred stock

( 123 ) — ( 145 ) —

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ ( 837 ) $ ( 644 ) $ ( 1,981 ) $ ( 1,860 )

LOSS PER COMMON SHARE:

Dividends declared on Series B and Series C cumulative redeemable preferred stock ( 2,764 ) ( 2,125 )

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 2,211 ) $ 934

(LOSS) INCOME PER COMMON SHARE:

Basic and diluted $ ( 0.08 ) $ 0.04

1 unchanged sentence

Basic and diluted 26,874,630 21,262,080

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

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (Continued)

(In thousands, except share and per-share data)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2020 2019 2020 2019

COMPREHENSIVE INCOME:

Net income attributable to the Company $ 553 $ 3,059

$ 1,568 $ 517 $ 4,812 $ 795

Change in fair value related to interest rate hedging instruments 1,367 ( 1,257 )

95 ( 347 ) ( 1,331 ) ( 347 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY

4 unchanged sentences

(In thousands, except share data)

Three months ended September 30, 2020

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Loss Distributions

Earnings Total

Stockholders’

Interests Total

of Shares Par

Balance at June 30, 2020 5,972,482 $ 6 130,702 $ — 21,534,739 $ 22 $ 352,677 $ ( 1,816 ) $ ( 45,653 ) $ 305,236 $ 1,147 $ 306,383

Redemptions of Series B Preferred Stock

( 16,417 ) 0 — — — — ( 327 ) — ( 44 ) ( 371 ) — ( 371 )

Issuance of Series C Preferred Stock, net

— — 289,528 0 — — 6,563 — — 6,563 — 6,563

Redemption of OP Units

— — — — 144,151 0 2,291 — — 2,291 ( 2,291 ) —

Issuance of common stock, net

— — — — 526,016 0 8,392 — — 8,392 — 8,392

— — — — — — — — 1,568 1,568 13 1,581

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — — ( 2,361 ) ( 2,361 ) — ( 2,361 )

Distributions—OP Units and common stock

— — — — — — — — ( 2,967 ) ( 2,967 ) ( 2,967 )

Comprehensive income attributable to the Company — — — — — — — 95 — 95 — 95

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership

— — — — — — ( 1,131 ) — — ( 1,131 ) 1,131 —

Balance at September 30, 2020 5,956,065 $ 6 420,230 $ — 22,204,906 $ 22 $ 368,465 $ ( 1,721 ) $ ( 49,457 ) $ 317,315 $ — $ 317,315

Nine months ended September 30, 2020

Three months ended March 31, 2021

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

9 unchanged sentences

Balance at December 31, 2020 5,956,065 $ 6 1,088,435 $ 1 26,219,019 $ 26 $ 440,470 $ ( 1,500 ) $ ( 55,213 ) $ 383,790 $ — $ 383,790

Issuance of Series B Preferred Stock, net 1,229,531 1 — — — — 27,049 — — 27,050 — 27,050

Redemptions of Series B Preferred Stock

( 29,335 ) 0 — — — — ( 636 ) — ( 44 ) ( 680 ) — ( 680 )

Issuance of Series C Preferred Stock, net — — 420,230 0 — — 9,526 — — 9,526 — 9,526

Redemptions of OP Units

— — — — 288,303 0 4,383 — — 4,383 ( 4,383 ) —

Issuance of common stock, net — — — — 979,945 1 14,423 — — 14,424 — 14,424

Net income — — — — — — — — 4,812 4,812 52 4,864

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — — ( 6,749 ) ( 6,749 ) — ( 6,749 )

Distributions—OP Units and common stock

— — — — — — — — ( 8,691 ) ( 8,691 ) ( 68 ) ( 8,759 )

Comprehensive loss attributable to the Company — — — — — — — ( 1,331 ) — ( 1,331 ) — ( 1,331 )

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership

— — — — — — ( 2,050 ) — — ( 2,050 ) 2,050 —

Balance at September 30, 2020 5,956,065 $ 6 420,230 $ — 22,204,906 $ 22 $ 368,465 $ ( 1,721 ) $ ( 49,457 ) $ 317,315 $ — $ 317,315

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

Three Months Ended September 30, 2019

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive

Loss Distributions

Earnings Total

Stockholders’

Interests Total

of Shares Par

Balance at June 30, 2019 2,636,068 $ 3 — — 20,532,770 $ 21 $ 263,249 $ — $ ( 31,919 ) $ 231,354 $ — $ 231,354

Issuance of Series B Preferred Stock, net 831,579 0 — — — — 18,517 — — 18,517 — 18,517

Redemptions of Series B Preferred Stock

( 2,120 ) 0 — — — — ( 48 ) — — ( 48 ) — ( 48 )

Issuance of preferred C stock, net — — 535,678 1 — — 12,170 — — 12,171 — 12,171

Issuance of OP Units as consideration in real estate acquisitions, net — — — — — — — — — — 3,970 3,970

— — — — — — — — — — 3,276 3,276

Issuance of common stock, net — — — — 1,312,932 1 22,229 — — 22,230 — 22,230

— — — — 355,305 0 3,996 — — 3,996 — 3,996

— — — — — — — — 517 517 6 523

Net income — — — — — — — — 553 553 1 554

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — — ( 2,764 ) ( 2,764 ) — ( 2,764 )

Distributions—OP Units and common stock — — — — — — — — ( 3,642 ) ( 3,642 ) ( 9 ) ( 3,651 )

— — — — — — — — ( 2,781 ) ( 2,781 ) ( 39 ) ( 2,820 )

Comprehensive loss attributable to the Company ( 347 ) — ( 347 ) ( 347 )

Comprehensive income attributable to the Company — — — — — — — 1,367 — 1,367 — 1,367

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — 2,127 — — 2,127 ( 2,127 ) —

— — — — — — 848 — — 848 ( 848 ) —

Balance at September 30, 2019 3,465,527 $ 3 — $ — 20,888,075 $ 21 $ 286,562 $ ( 347 ) $ ( 35,344 ) $ 250,895 $ 2,395 $ 253,290

Nine Months Ended September 30, 2019

Balance at March 31, 2021 5,956,065 $ 6 1,624,113 $ 2 27,531,951 $ 27 $ 476,996 $ ( 133 ) $ ( 61,066 ) $ 415,832 $ 1,835 $ 417,667

Three months ended March 31, 2020

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

10 unchanged sentences

Issuance of Series B Preferred Stock, net 1,229,531 1 — — — — 27,115 — — 27,116 — 27,116

2,330,654 2 — — — — 51,975 — — 51,977 — 51,977

Redemptions of Series B Preferred Stock ( 7,753 ) 0 — — — — ( 185 ) — — ( 185 ) — ( 185 )

( 9,520 ) 0 — — — — ( 214 ) — — ( 214 ) — ( 214 )

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

— — — — — — — — — — — 3,276 3,276

Redemption of OP Units — — — — 570,879 1 4,714 — — 4,715 ( 4,715 ) —

Issuance of common stock, net — — — — 409,800 0 5,324 — — 5,324 — 5,324

4 unchanged sentences

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 4 ) — — ( 4 ) 4 —

— — — — — — 891 — — 891 ( 891 ) —

Balance at September 30, 2019 3,465,527 $ 3 — $ — 20,888,075 $ 21 $ 286,562 $ ( 347 ) $ ( 35,344 ) $ 250,895 $ 2,395 $ 253,290

Balance at March 31, 2020 5,977,647 $ 6 — $ — 21,346,458 $ 21 $ 348,020 $ ( 1,647 ) $ ( 40,701 ) $ 305,699 $ 2,356 $ 308,055

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

2 unchanged sentences

(In thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Amortization of deferred rent assets and liabilities, net ( 179 ) ( 69 )

Amortization of right-of-use asset from operating leases and operating lease liabilities, net ( 12 ) ( 18 )

Income from investments in unconsolidated entities ( 7 ) —

Amortization of right-of-use assets from operating leases and operating lease liabilities, net ( 33 ) —

Loss (income) from investments in unconsolidated entities 13 ( 34 )

Bad debt expense — 12

Loss on dispositions of real estate assets, net 798 99

Property and casualty recovery, net ( 68 ) ( 10 )

Changes in operating assets and liabilities:

6 unchanged sentences

Capital expenditures on existing real estate assets ( 3,027 ) ( 2,682 )

Proceeds from dispositions of real estate assets 247 —

Change in deposits on real estate acquisitions, net ( 550 ) ( 300 )

Insurance proceeds received capitalized as real estate additions 66 —

Deposits on prospective real estate acquisitions and investments ( 800 ) ( 50 )

Net cash used in investing activities ( 5,406 ) ( 10,168 )

2 unchanged sentences

Offering costs ( 1,447 ) ( 2,523 )

Redemption of Series B Preferred Stock ( 681 ) ( 213 )

Borrowings from mortgage notes and bonds payable 20,781 120,399

Repayments of mortgage notes and bonds payable ( 10,599 ) ( 7,686 )

Borrowings from lines of credit 19,000 22,900

Repayments of lines of credit ( 7,500 ) ( 18,900 )

Redemptions of cumulative redeemable preferred stock (Series B and Series C) — ( 185 )

Proceeds from issuance of mandatorily-redeemable preferred stock (Series D) 60,375 —

Redemption of mandatorily-redeemable preferred stock (Series A) ( 28,750 ) —

Borrowings from notes and bonds payable 9,903 —

Repayments of notes and bonds payable ( 4,973 ) ( 4,388 )

Payments of financing fees ( 2,223 ) ( 263 )

Dividends paid on cumulative redeemable preferred stock (Series B and Series C) ( 2,676 ) ( 2,125 )

Distributions paid on non-controlling common interests in Operating Partnership ( 9 ) ( 39 )

Distributions paid on common stock ( 3,642 ) ( 2,850 )

Distributions paid to non-controlling interests in Operating Partnership ( 68 ) ( 91 )

Payment of contingent consideration — —

Net cash provided by financing activities 62,426 23,216

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 7,233 ) ( 10,738 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 63,676 16,544

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,218 13,688

4 unchanged sentences

(In thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

NON-CASH OPERATING, INVESTING, AND FINANCING INFORMATION:

Issuance of non-controlling interests in Operating Partnership in conjunction with acquisitions

Operating lease right-of-use assets — 188

Operating lease liabilities — 171

Issuance of non-controlling interests in Operating Partnership in conjunction with acquisitions, net $ 3,970 $ —

Operating lease right-of-use assets included in Other assets, net 683 168

Operating lease liabilities included in Other liabilities, net 644 127

Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net 692 2,699

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

Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net — 28

2 unchanged sentences

Unrealized loss related to interest rate hedging instrument ( 133 ) ( 1,647 )

Dividends paid on Series C Preferred Stock via additional share issuances 21 —

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

4 unchanged sentences

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 originally incorporated in California on June 14, 1997.

Upon the pricing of our initial public offering on January 29, 2013, our shares of common stock began trading on the Nasdaq Stock Market, LLC (“Nasdaq”), under the symbol “LAND.” 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.

We are primarily in the business of owning and leasing farmland, and we conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.

As we currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the common units of limited partnership interest in the Operating Partnership (“OP Units”), the financial position and results of operations of the Operating Partnership are consolidated within our financial statements.

As of September 30, 2020, and December 31, 2019, the Company owned 100.0 % and approximately 98.6 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

As of March 31, 2021 and December 31, 2020, the Company owned approximately 99.3 % and 100.0 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

Gladstone Land Advisers, Inc.

(“Land Advisers”), a Delaware corporation and a subsidiary of ours, was created to collect certain 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.

(“Land Advisers”), a Delaware corporation and a subsidiary of ours, was created to collect any non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations.

We have elected for Land Advisers to be taxed as a taxable REIT subsidiary (“TRS”) of ours.

Since we currently own 100 % of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements.

For the three months ended March 31, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (the “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (the “Administrator”), a Delaware limited liability company.

9 unchanged sentences

Securities and Exchange Commission (the “SEC”) on February 24, 2021 (the “Form 10-K”).

The results of operations for the three and nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The results of operations for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

2 unchanged sentences

Actual results may materially differ from these 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 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 (without interest charges), including proceeds from disposition, 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 portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment.

As of September 30, 2020, and December 31, 2019, we concluded that none of our properties were impaired.

There have been no impairments recognized on our real estate assets since our inception.

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.

For the tax year ended December 31, 2019 and for the nine months ended September 30, 2020, we did not have any undistributed REIT taxable income, nor was there any taxable income or loss from Land Advisers.

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.

Reclassifications

Certain information on the accompanying Condensed Consolidated Balance Sheet as of December 31, 2019, has been reclassified to conform to the current period’s presentation.

These reclassifications had no impact on previously-reported stockholders’ equity, net income, or net change in cash and cash equivalents.

Recently-Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”).

ASU 2016-13 requires more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair market value through net income.

The standard also requires that financial assets measured at amortized cost be presented at the net amount anticipated to be collected via an allowance for credit losses that is deducted from the amortized cost basis.

Pursuant to ASU 2016-13, we are required to measure all expected credit losses based upon historical experience, current conditions, and reasonable (and supportable) forecasts that affect the collectability of the financial asset.

We adopted ASU 2016-13 on January 1, 2020, and its adoption has not had a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”).

The main provisions of this update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.

ASU 2020-04 is effective for all entities as of March 12, 2020.

We adopted ASU 2020-04 on January 1, 2020, and its adoption has not resulted in a material impact to our consolidated financial statements, as ASU 2020-04 allows for prospective application of any changes in the effective interest rate for LIBOR-based debt and also provides for practical expedients that will allow us to continue to treat our derivative instruments designed as cash flow hedges consistent to how they are accounted for now.

In April 2020, the FASB issued a staff question-and-answer document, “Topic 842 and Topic 840:

Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic” (the “COVID-19 Q&A”), to address certain frequently-asked questions pertaining to lease concessions arising from the effects of the COVID-19 pandemic.

Existing lease guidance requires entities to determine if a lease concession was a result of a new arrangement reached with the tenant (which would be addressed under the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (which would not fall under the lease modification accounting framework).

The COVID-19 Q&A clarifies that entities may elect to not evaluate whether lease-related relief granted in light of the effects of COVID-19 is a lease modification, provided that the concession does not result in a substantial increase in rights of the lessor or obligations of

Existing lease guidance requires entities to determine if a lease concession is a result of a new arrangement reached with the tenant (which would be addressed under the lease modification accounting framework) or if a lease concession is under the enforceable rights and obligations within the existing lease agreement (which would not fall under the lease modification accounting framework).

This election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract.

In July 2020, we granted rent deferrals to two tenants who owed aggregate rents of approximately $ 343,000 , which was originally scheduled to be paid on July 1, 2020.

The agreements with these tenants provide for extensions of up to 123 days, extending the new due dates for these rental payments to be on or before November 1, 2020.

These rental payments were collected in full subsequent to September 30, 2020.

We did not elect to evaluate these lease amendments under the lease modification accounting framework.

REAL ESTATE AND INTANGIBLE ASSETS

All of our properties are wholly-owned on a fee-simple basis, except where noted.

The following table provides certain summary information about the 123 farms we owned as of September 30, 2020 (dollars in thousands, except for footnotes):

The following table provides certain summary information about the 140 farms we owned as of March 31, 2021 (dollars in thousands, except for footnotes):

of Farms Total

6 unchanged sentences

Colorado 12 32,773 25,577 48,023 30,147

Washington 3 1,384 1,001 39,006 25,425

Nebraska 9 7,782 7,050 30,601 19,296

1 unchanged sentence

Texas 1 3,667 2,219 8,306 5,117

Washington 1 746 417 7,895 4,909

Maryland 6 987 863 7,939 4,644

Oregon 3 418 363 6,091 3,839

South Carolina 3 597 447 3,790 2,259

North Carolina 2 310 295 2,235 1,206

7 unchanged sentences

(2) Excludes approximately $ 3.6 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.

(3) Includes ownership in a special-purpose LLC that owns a pipeline conveying water to one of our properties.

As of September 30, 2020, this investment had a net carrying value of approximately $ 874,000 and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.

(3) Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties.

As of March 31, 2021, this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.

(4) Includes one farm in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041.

The farm subject to this sublease consists of approximately five acres and had an aggregate net cost basis of approximately $ 784,000 as of March 31, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

(5) 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 an aggregate net cost basis of approximately $ 1.7 million as of September 30, 2020 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2020, and December 31, 2019 (dollars in thousands):

September 30, 2020 December 31, 2019

In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 2.3 million as of March 31, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2021, and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

Land and land improvements $ 714,676 $ 713,333

Permanent Plantings 202,443 202,420

Irrigation and drainage systems 140,855 141,408

Horticulture 120,684 107,941

Farm-related facilities 32,812 28,146

3 unchanged sentences

Real estate, net $ 1,046,371 $ 1,046,203

Real estate depreciation expense on these tangible assets was approximately $ 3.6 million and $ 10.6 million for the three and nine months ended September 30, 2020, respectively, and approximately $ 3.0 million and $ 7.8 million for the three and nine months ended September 30, 2019, respectively.

Real estate depreciation expense on these tangible assets was approximately $ 5.7 million and $ 3.4 million for the three months ended March 31, 2021 and 2020, respectively.

Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements.

As of September 30, 2020, and December 31, 2019, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.0 million and $ 2.2 million, respectively.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 76,000 and $ 228,000 for the three and nine months ended September 30, 2020, respectively, and approximately $ 72,000 and $ 218,000 for the three and nine months ended September 30, 2019, respectively.

As of both March 31, 2021, and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.0 million.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 98,000 and $ 75,000 for the three months ended March 31, 2021 and 2020, respectively.

Intangible Assets and Liabilities

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2020, and December 31, 2019 (dollars in thousands):

September 30, 2020 December 31, 2019

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of March 31, 2021, and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

Lease intangibles:

6 unchanged sentences

Lease intangibles, net $ 4,390 $ 3,732

Total amortization expense related to these lease intangible assets, including amounts charged to amortization expense due to early lease terminations, was approximately $ 294,000 and $ 1.4 million for the three and nine months ended September 30, 2020, respectively, and approximately $ 460,000 and $ 1.1 million for the three and nine months ended September 30, 2019, respectively.

See below, under “ Significant Existing Real Estate Activity—Leasing Activity—Lease Termination ” for further discussion of this lease termination.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2020, and December 31, 2019 (dollars in thousands):

September 30, 2020 December 31, 2019

Total amortization expense related to these lease intangible assets was approximately $ 383,000 and $ 826,000 for the three months ended March 31, 2021 and 2020, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of March 31, 2021, and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

Intangible Asset or Liability Deferred

11 unchanged sentences

(2) Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

Total amortization related to above-market lease values and lease incentives was approximately $ 32,000 and $ 94,000 for the three and nine months ended September 30, 2020, respectively, and approximately $ 31,000 and $ 97,000 for the three and nine months ended September 30, 2019, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 28,000 and $ 78,000 for the three and nine months ended September 30, 2020, respectively, and approximately $ 46,000 and $ 123,000 for the three and nine months ended September 30, 2019, respectively.

Total amortization related to above-market lease values and lease incentives was approximately $( 44,000 ) and $ 31,000 for the three months ended March 31, 2021 and 2020, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 36,000 and $ 25,000 for the three months ended March 31, 2021 and 2020, respectively.

2021 Acquisitions

During the nine months ended September 30, 2020, we acquired 12 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

During the three months ended March 31, 2021, we acquired three new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

1 unchanged sentence

Farms Primary

Crop(s) Lease

Crop(s) / Use Lease

Options Total

1 unchanged sentence

Straight-line

County Road 18 Phillips, CO 1/15/2020 1,325 2 Sugar beets, edible beans, potatoes, & corn 6.0 years None $ 7,500 $ 39 $ 417 $ 4,500

Lamar Valley Chase, NE 5/7/2020 678 1 Potatoes, edible beans, & corn 6.7 years 2 (5 years) 3,500 42 204 2,100

Driver Road (3)

Kern, CA 6/5/2020 590 1 Pecans 4.7 years 2 (10 years) 14,169 52 784 8,500

Hermon Wicomico & Caroline, MD, and Sussex, DE 8/31/2020 939 5 Sod & vegetables 10.0 years 2 (5 years) 7,346 211 432 4,481

Firestone Avenue (4)(5)(6)

Fresno, CA 9/3/2020 2,534 3 Pistachios and misc.

organic & conventional vegetables 1.2 years 2 (5 years) 31,833 74 1,734 —

Palmer Mill Road Dorchester, MD 3/3/2021 228 2 Sod 10.0 years 2 ( 5 years)

$ 1,600 $ 48 $ 89

(1) Includes approximately $ 38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

(2) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.

(3) The lease provides for an initial term of 14.7 years and includes six tenant termination options throughout the initial term.

The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.

(4) Lease provides for a participation rent component based on the gross crop revenues earned on the farm.

The rent figure above represents only the minimum cash guaranteed under the lease.

(5) Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease).

(6) In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.

Our acquired ownership, which equated to a 12.5 % interest in the LLC, was valued at approximately $ 280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

See “ Investments in Unconsolidated Entities ” below for further information on our aggregate ownership interest in this LLC.

During the three and nine months ended September 30, 2020, we recognized lease revenue of approximately $ 527,000 and $ 808,000 , respectively, and net income of approximately $ 253,000 and $ 448,000 , respectively, related to the above acquisitions.

Eight Mile Road - Port Facility San Joaquin, CA 3/11/2021 5 1 Cooling Facility & Storage 9.8 years 3 ( 5 years)

233 3 $ 5,577 $ 78 $ 278

(1) Includes approximately $ 4,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

(2) Based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.

During the three months ended March 31, 2021, in the aggregate, we recognized operating revenues of approximately $ 25,000 and a net loss of approximately $ 4,000 related to the above acquisitions.

2020 Acquisitions

During the nine months ended September 30, 2019, we acquired 20 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

During the three months ended March 31, 2020, we acquired two new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

1 unchanged sentence

Farms Primary

Crop(s) / Use Lease

Crop(s) Lease

Options Total

1 unchanged sentence

Straight-line

Somerset Road Lincoln, NE 1/22/2019 695 1 Popcorn & edible beans 4.9 years 1 (5 years) $ 2,400 $ 33 $ 126 $ 1,440

Greenhills Boulevard (3)

Madera, CA 4/9/2019 928 1 Pistachios 10.6 years 2 (5 years) 28,550 141 1,721 17,130

Van Buren Trail Van Buren, MI 5/29/2019 159 2 Blueberries & cranberries 10.6 years 2 (5 years) 2,682 26 206 1,609

Blue Star Highway Allegran & Van Buren, MI 6/4/2019 357 8 Blueberries 10.6 years 2 (5 years) 5,100 30 390 3,060

Yolo County Line Road Yolo, CA 6/13/2019 542 1 Olives for olive oil 14.6 years 1 (5 years) 9,190 68 624 5,514

San Juan Grade Road (4)

Monterey, CA 7/11/2019 324 1 Strawberries & vegetables 0.3 years None 9,000 68 632 5,400

West Citrus Boulevard (5)

Martin, FL 7/22/2019 3,586 1 Water retention 8.4 years 2 (10 years) 57,790 516 3,696 37,700

Sutter Avenue (Phase I) (3)(6)

Fresno, CA 8/16/2019 1,011 1 Pistachios 8.2 years 2 (5 years) 33,000 146 2,106 16,500

Las Posas Road (7)

Ventura, CA 8/28/2019 413 3 Sod & vegetables 3.3 years 1 (2 years) 21,320 111 1,283 12,792

Withers Road (8)

Napa, CA 8/29/2019 366 1 Wine grapes 10.3 years 2 (10 years) 32,000 84 2,256 19,254

County Road 18 Phillips, CO 1/15/2020 1,325 2 Sugar beets, edible beans, potatoes, & corn 6.0 years None $ 7,500 $ 39 $ 417

1,325 2 $ 7,500 $ 39 $ 417

(1) Includes approximately $ 63,000 of external legal fees associated with negotiating and originating the lease associated with this acquisition, which cost was expensed in the period incurred.

(3) Lease provides for a participation rent component based on the gross crop revenues earned on the farm.

The rent figure above represents only the minimum cash guaranteed under the lease.

(4) In connection with the acquisition of this property, we executed a six -year, follow-on lease with a new tenant that will commence upon the expiration of the four-month lease executed on the date of acquisition.

The follow-on lease includes one , four -year extension option and provides for minimum annualized straight-line rents of approximately $ 606,000 .

In connection with the follow-on lease, we committed to provide up to $ 100,000 for certain irrigation improvements on the property.

(5) As partial consideration for the acquisition of this property, we issued 288,303 OP Units, constituting an aggregate fair value of approximately $ 3.3 million as of the acquisition date.

(6) In connection with the acquisition of this property, we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.

Our acquired ownership, which equated to an 11.75 % interest in the LLC, was valued at approximately $ 280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

(7) In connection with this acquisition, we executed two separate lease agreements with two different, unrelated third-party tenants.

The lease term of 3.3 years represents the weighted-average term of the two leases.

In addition, pursuant to one of these lease agreements, we committed to provide up to $ 1.0 million for certain irrigation improvements on the property.

(8) In connection with the acquisition of this property, we committed to provide up to approximately $ 4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property.

Subject to such approval, we also committed to contribute up to $ 40,000 per approved acre for the development of such vineyards.

As provided for in the lease, we will earn additional rent on all of the aforementioned costs, if any, incurred by us.

See below, under “ Significant Existing Real Estate Activity—Property Add-on ” for additional information on the subsequent approval of additional vineyard plantings.

During the three and nine months ended September 30, 2019, we recognized operating revenues of approximately $ 2.2 million and $ 2.8 million, respectively, and net income of approximately $ 574,000 and $ 793,000 , respectively, related to the above acquisitions.

(1) Includes approximately $ 4,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

(2) Unaudited;

based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.

During the three months ended March 31, 2020, we recognized operating revenues of approximately $ 88,000 and net income of approximately $ 70,000 related to the above acquisition.

Purchase Price Allocations

The allocation of the aggregate purchase price for the farms acquired during each of the nine months ended September 30, 2020 and 2019 is as follows (dollars in thousands):

The allocation of the aggregate purchase price for the farms acquired during each of the three months ended March 31, 2021 and 2020 is as follows (dollars in thousands):

Assets (Liabilities) Acquired 2021 Acquisitions 2020 Acquisitions

1 unchanged sentence

Irrigation & Drainage Systems 209 657

Horticulture 12,245 41,746

Farm-related Facilities 4,218 —

Other Site Improvements 88 —

Leasehold Interest—Land 787

In-Place Leases 110 —

Leasing Costs 145 —

Above-market Lease Values (1)

Below-market Lease Values (1)

( 58 ) ( 85 )

Investment in LLC (1)

Total Purchase Price $ 5,577 $ 7,500

(1) Included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

(1) Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets.

Significant Existing Real Estate Activity

Property Add-on

In connection with the acquisition of Withers Road, we committed to provide up to approximately $ 4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property by February 25, 2020 (the “Permit Deadline”).

In addition, if approval was obtained, we also committed to contribute up to $ 40,000 per approved acre for the development of such vineyards.

While approval of the additional plantings was not received from the County of Napa by the Permit Deadline, in March 2020, we executed an agreement with the tenant on Withers Road to extend the Permit Deadline until August 24, 2020.

In April 2020, we received notification from the County of Napa informing us that it had approved of additional vineyard plantings on 38.7 acres of the property.

As such, in May 2020, we paid additional compensation related to this acquisition of approximately $ 3.2 million.

As a result, and pursuant to a lease amendment, we will earn additional straight-line rental income of approximately $ 335,000 per year throughout the remaining term of the lease, which expires on December 31, 2029.

We will also earn additional rent on any of the aforementioned development costs as they are incurred by us.

Leasing Activity

The following table summarizes certain leasing activity that occurred on our existing properties during the nine months ended September 30, 2020 (dollars in thousands):

PRIOR LEASES NEW LEASES (1)

Locations Number

Straight-line

Participation

/ NN / N) (3)

Straight-line

(Years) # of Leases

Participation

/ NN / N) (3)

AZ, CA, FL, & NE 14 7,141 $ 6,420 3 8 / 4 / 2 $ 6,554 6 4 9 / 5 / 0

(1) In connection with certain of these leases, we committed to provide capital for certain improvements on these farms.

See Note 7, “ Commitments and Contingencies—Operating Obligations ,” for additional information on these commitments.

(2) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents.

(3) “NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements.

For a description of each of these types of lease arrangements, see “ Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Leases—General .”

Lease Termination

On February 10, 2020, we reached an agreement with a tenant occupying four of our farms in Arizona to terminate the existing leases encompassing those four farms effective February 10, 2020.

As part of the termination agreement, the outgoing tenant made a one-time termination payment to us of approximately $ 3.0 million, which we recognized as additional lease revenue during the nine months ended September 30, 2020.

The prior leases were scheduled to expire on September 15, 2026 (with two of the farms subject to the renewal of certain state leases currently scheduled to expire on February 14, 2022, and February 14, 2025).

In connection with the early termination of these leases, during the nine months ended September 30, 2020, we recognized approximately $ 89,000 of prepaid rent as additional lease revenue and wrote off an aggregate net deferred rent balance of approximately $ 254,000 against lease revenue.

In addition, approximately $ 470,000 of unamortized lease intangible assets related to the terminated leases were written off and charged to amortization expense during the nine months ended September 30, 2020.

Upon termination of these leases, we entered into a new, seven -year lease with a new tenant effective immediately.

These leases are included in the Leasing Activity table above.

Investments in Unconsolidated Entities

In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring properties.

As of September 30, 2020, our aggregate ownership interest in the LLC was 37.5 %.

As of March 31, 2021, our aggregate ownership interest in the LLC was 50.0 %.

As our investment in the LLC is deemed to constitute “significant influence,” we have accounted for this investment under the equity method.

During the three and nine months ended September 30, 2020, we recorded (loss) income of approximately $( 19,000 ) and $ 7,000 , respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as Income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the LLC.

Prior to fiscal year 2020, we had not recorded any material income or loss related to our ownership interest in the LLC.

Our combined ownership interest in the LLC, which had an aggregate carrying value of approximately $ 874,000 and $ 587,000 , as of September 30, 2020, and December 31, 2019, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

Portfolio Diversification and Concentrations

Diversification

The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of the nine months ended September 30, 2020 and 2019 (dollars in thousands):

As of and For the nine months ended September 30, 2020 As of and For the nine months ended September 30, 2019

Revenue % of Total

Revenue Number

Revenue % of Total

California (1)

46 17,954 19.4 % $ 22,153 52.9 % 41 13,731 16.8 % $ 13,872 51.0 %

Florida 23 20,770 22.4 % 10,006 23.9 % 23 20,770 25.5 % 7,785 28.6 %

Arizona 6 6,280 6.8 % 4,272 10.2 % 6 6,280 7.7 % 1,609 5.9 %

Colorado 12 32,773 35.4 % 2,501 6.0 % 10 31,448 38.5 % 2,126 7.8 %

Nebraska 9 7,782 8.4 % 1,159 2.7 % 3 3,254 4.0 % 264 1.0 %

Michigan 15 962 1.0 % 554 1.3 % 15 962 1.2 % 259 1.0 %

Oregon 3 418 0.5 % 395 0.9 % 3 418 0.5 % 386 1.4 %

Washington 1 746 0.8 % 368 0.9 % 1 746 0.9 % 383 1.4 %

Texas 1 3,667 4.0 % 337 0.8 % 1 3,667 4.5 % 394 1.4 %

North Carolina 2 310 0.3 % 120 0.3 % 2 310 0.4 % 125 0.5 %

Maryland 4 759 0.8 % 35 0.1 % — — — % — — %

Delaware 1 180 0.2 % 7 — % — — — % — — %

TOTALS 123 92,601 100.0 % $ 41,907 100.0 % 105 81,586 100.0 % $ 27,203 100.0 %

(1) According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California;

our farms are spread across six of these growing regions.

Concentrations

As of September 30, 2020, our farms were leased to 73 different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10.0% of the total lease revenue recorded during the nine months ended September 30, 2020.

During the three months ended March 31, 2021 and 2020, we recorded (loss) income of approximately $( 13,000 ) and $ 34,000 , respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the LLC.

Our combined ownership interest in the LLC, which had an aggregate carrying value of approximately $ 1.1 million and $ 1.2 million, as of March 31, 2021, and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

Portfolio Concentrations

As of March 31, 2021, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10.0% of the total lease revenue recorded during the three months ended March 31, 2021.

Geographic Risk

Farms located in California, Florida, and Arizona accounted for approximately $ 22.2 million ( 52.9 %), $ 10.0 million ( 23.9 %) and $ 4.3 million ( 10.2 %), respectively, of the total lease revenue recorded during the nine months ended September 30, 2020.

Farms located in California and Florida accounted for approximately $ 9.9 million ( 61.9 %) and $ 3.4 million ( 20.9 %), respectively, of the total lease revenue recorded during the three months ended March 31, 2021.

Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster (such as an earthquake, wildfire, or flood) occur or climactic change impact the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations.

None of our farms in California or Florida have been materially impacted by the recent wildfires or hurricanes that occurred in those respective regions.

No other single state accounted for more than 10.0% of our total lease revenue recorded during the nine months ended September 30, 2020.

Our borrowings as of September 30, 2020, and December 31, 2019, are summarized below (dollars in thousands):

Carrying Value as of As of September 30, 2020

September 30, 2020 December 31, 2019 Stated Interest

No other single state accounted for more than 10.0% of our total lease revenue recorded during the three months ended March 31, 2021.

We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment.

As of March 31, 2021, and December 31, 2020, we concluded that none of our properties were impaired.

There have been no impairments recognized on our real estate assets since our inception.

Our borrowings as of March 31, 2021, and December 31, 2020, are summarized below (dollars in thousands):

Carrying Value as of As of March 31, 2021

March 31, 2021 December 31, 2020 Stated Interest

Maturity Dates

2 unchanged sentences

2/14/2022–11/1/2045;

December 2031

Variable-rate notes payable (2)

4,410 45,525 2.11 %– 2.11 %;

12/1/2022–12/1/2030;

Fixed-rate bonds payable 92,094 89,883 2.13 %– 4.57 %;

6 unchanged sentences

(1) Where applicable, stated interest rates are before interest patronage (as described below).

As of September 30, 2020, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 827.7 million.

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 4.03 % and 3.99 % for the three and nine months ended September 30, 2020, respectively, as compared to 4.03 % and 3.97 % for the three and nine months ended September 30, 2019.

In addition, 2019 interest patronage from our Farm Credit Notes Payable (as defined below), which we recorded during the three months ended March 31, 2020, resulted in a 20.4 % reduction (approximately 98 basis points) to the stated interest rates on such borrowings.

We are unable to estimate the total amount of interest patronage to be received related to interest accrued during 2020 on our Farm Credit Notes Payable.

See below under “ —Farm Credit Notes Payable “ for further discussion on interest patronage.

As of September 30, 2020, we were in compliance with all covenants applicable to the above borrowings.

(2) Notes were fixed subsequent to March 31, 2021;

see Note 11, “ Subsequent Events .”

As of March 31, 2021, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.0 billion.

The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.70 % for the three months ended March 31, 2021, as compared to 3.98 % for the three months ended March 31, 2020.

In addition, 2020 interest patronage from our Farm Credit

Notes Payable (as defined below) resulted in a 28.7 % reduction (approximately 135 basis points) to the stated interest rates on such borrowings.

See below under “ —Farm Credit Notes Payable—Interest Patronage “ for further discussion on interest patronage.

As of March 31, 2021, we were in compliance with all covenants applicable to the above borrowings.

New MetLife Facility

2 unchanged sentences

On February 20, 2020, we entered into an agreement with MetLife to remove the MetLife Lines of Credit from the Prior MetLife Facility and create a new credit facility consisting of a new $ 75.0 million long-term note payable (the “New MetLife Term Note”) and the MetLife Lines of Credit (collectively, the “New MetLife Facility”).

The following table summarizes the pertinent terms of the New MetLife Facility as of September 30, 2020 (dollars in thousands, except for footnotes):

The following table summarizes the pertinent terms of the New MetLife Facility as of March 31, 2021 (dollars in thousands, except for footnotes):

Issuance Aggregate

3 unchanged sentences

New MetLife Term Note $ 75,000 (1)

1/5/2030 $ — N/A (2)

1/5/2030 $ 36,900 2.75 %, fixed through 1/4/2030

MetLife Lines of Credit 75,000 4/5/2024 100 3-month LIBOR + 2.00 %

3 unchanged sentences

In addition, through December 31, 2022, the New MetLife Term Note is also subject to an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under the New MetLife Term Note).

(3) Based on the properties that were pledged as collateral under the New MetLife Facility, as of September 30, 2020, the maximum additional amount we could draw under the facility was approximately $ 12.7 million.

(3) Based on the properties that were pledged as collateral under the New MetLife Facility, as of March 31, 2021, the maximum additional amount we could draw under the facility was approximately $ 24.2 million.

(4) The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50 %, plus an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under each line of credit).

Farmer Mac Facility

On December 5, 2014, we, through certain subsidiaries of our Operating Partnership, entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”), for a secured note purchase facility.

As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate amount of $ 125.0 million (the “Prior Farmer Mac Facility”) through December 11, 2018, after which date the Bond Purchaser had the option to continue buying new bonds issued under the Farmer Mac Facility.

On December 10, 2020, we entered into an amended and restated bond purchase agreement (the “Amended and Restated Bond Purchase Agreement”) with Farmer Mac and the Bond Purchaser, increasing the secured note purchase facility to provide for bond issuances up to an aggregate principal amount of $ 225.0 million (the “New Farmer Mac Facility”).

In addition, the Amended and Restated Bond Purchase Agreement extended the date through which we may issue new bonds to May 31, 2023, and the final maturity date for bonds issued under the Farmer Mac Facility to December 31, 2030.

During the three months ended March 31, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):

Date of Issuance Amount Maturity Date Principal Amortization Stated

Interest Rate Interest Rate Terms

2/4/2021 $ 2,460 10/31/2028 25.0 years 3.13 % Fixed throughout term

Farm Credit Notes Payable

From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 12 different Farm Credit associations (collectively, “Farm Credit”).

During the nine months ended September 30, 2020, we entered into the following loan agreements with Farm Credit (dollars in thousands):

During the three months ended March 31, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):

Issuer Date of

3 unchanged sentences

Interest Rate Terms

Premier Farm Credit, FLCA 5/14/2020 $ 4,500 1/1/2045 24.6 years 4.00 % Fixed through December 31, 2029 (variable thereafter)

Farm Credit West, FLCA 6/24/2020 600 5/1/2044 24.2 years 3.00 % Fixed through July 31, 2026 (variable thereafter)

Farm Credit West, FLCA 6/24/2020 600 5/1/2044 24.2 years 3.00 % Fixed through August 31, 2026 (variable thereafter)

Farm Credit West, FLCA 6/25/2020 8,500 11/1/2045 25.0 years 3.75 % Fixed through June 30, 2030 (variable thereafter)

Farm Credit of the Virginias, ACA 8/31/2020 4,481 9/1/2030 25.0 years 3.99 % Fixed throughout term

Farm Credit West, FLCA (2)

1/28/2021 $ 2,073 11/1/2045 24.8 years 3.23 % Fixed through December 31, 2027 (variable thereafter)

Mid Atlantic Farm Credit, ACA 3/3/2021 960 6/1/2045 24.4 years 3.80 % Fixed through 1/31/2031 (variable thereafter)

(1) Stated rate is before interest patronage, as described below.

(2) Loan proceeds used to repay a previously-issued loan with a balance of approximately $ 1.4 million and a stated interest rate of 4.99 %.

Interest Patronage

Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our Condensed Consolidated Statements of Operations and Comprehensive Income.

Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest expense is accrued.

During the three months ended March 31, 2020, we recorded interest patronage of approximately $ 1.3 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2019, which resulted in a 20.4 % reduction (approximately 98 basis points) to the stated interest rates on such borrowings.

In addition, during the three months ended September 30, 2020, we received approximately $ 306,000 of interest patronage related to our Farm Credit Notes Payable, as certain Farm Credit associations paid a portion of the 2021 interest patronage (which relates to interest accrued during 2020) early.

Conterra Note Payable

During the nine months ended September 30, 2020, we entered into a loan agreement with Conterra Agricultural Capital, LLC (“Conterra”), the terms of which are summarized in the following table (dollars in thousands):

Date of Issuance Amount Maturity Date Principal Amortization Stated Interest Rate Interest Rate Terms

6/8/2020 $ 2,100 7/1/2027 30.0 years 3.40 % Fixed throughout term

Farmer Mac Facility

As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate amount of $ 125.0 million (the “Farmer Mac Facility”) through December 11, 2018, after which date the Bond Purchaser had the option to continue buying new bonds issued under the Farmer Mac Facility.

During the nine months ended September 30, 2020, we amended and restated one bond for $ 8.1 million that was previously issued under the Farmer Mac Facility and was originally scheduled to mature on January 10, 2020.

The pertinent terms of the amended and restated bond are summarized in the table below (dollars in thousands):

Date of Issuance Amount Maturity Date Principal Amortization Stated

Interest Rate Interest Rate Terms

1/10/2020 $ 8,100 1/12/2024 None

(interest only) 2.66 % Fixed throughout term

No prepayment penalty was incurred in connection with this amendment, and all other material items of the amended and restated bond remained unchanged.

During the three months ended March 31, 2021, we recorded interest patronage of approximately $ 2.2 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2020.

In addition, during the three months ended September 30, 2020, we recorded approximately $ 306,000 of 2020 interest patronage, as certain Farm Credit associations prepaid a portion of the 2020 interest patronage (which related to interest accrued during 2020 but is typically received in 2021).

In total, we recorded approximately $ 2.5 million of 2020 interest patronage related to our Farm Credit Notes Payable, which resulted in a 28.7 % reduction (approximately 135 basis points) to the interest rates on such borrowings.

Other Borrowings

During the three months ended March 31, 2021, we entered into loan agreements with various other lenders, the terms of which are summarized in the following table (dollars in thousands):

Lender Date of Issuance Amount Maturity Date Principal Amortization Stated Interest Rate Interest Rate Terms

Rabo AgriFinance, LLC 3/11/2021 $ 3,780 12/1/2030 25.0 years 2.11 % 1-month LIBOR + 2.00 % (1)

Rabo AgriFinance, LLC 3/11/2021 630 12/1/2022 None

(interest only) 2.11 % 1-month LIBOR + 2.00 % (1)

(1) Subsequent to March 31, 2021, we entered into fixed interest rate swap agreements for each of these loans.

See Note 11, “ Subsequent Events—Financing Activity—Borrowing Activity—Interest Rate Swap Agreements ,” for additional information on these swap agreements.

Debt Service – Aggregate Maturities

Scheduled principal payments of our aggregate notes and bonds payable as of September 30, 2020, for the succeeding years are as follows (dollars in thousands):

Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2021, for the succeeding years are as follows (dollars in thousands):

Period Scheduled

Principal Payments

For the remaining three months ending December 31:

For the remaining nine months ending December 31:

2021 $ 16,335

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Thereafter 426,742

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.

ASC 820, “Fair Value Measurement (Subtopic 820)” (“ASC 820”), provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation.

ASC 820-10 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

The three levels are defined as follows:

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These unobservable inputs are generally supported by little or no market activity and are based upon management’s estimates of assumptions that market participants would use in pricing the asset or liability.

As of September 30, 2020, the aggregate fair value of our long-term notes and bonds payable was approximately $ 497.4 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 495.1 million.

As of March 31, 2021, the aggregate fair value of our long-term notes and bonds payable was approximately $ 626.2 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 632.5 million.

The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms.

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of September 30, 2020, is deemed to approximate their aggregate carrying value of $ 11.6 million.

Interest Rate Swap Agreement

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of March 31, 2021, is deemed to approximate their aggregate carrying value of $ 0.1 million.

Interest Rate Swap Agreements

In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings.

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Generally, in the absence of observable market data, we will estimate the fair value of our interest rate swaps using estimates of certain data points, including estimated remaining life, counterparty credit risk, current market yield, and interest rate spreads of similar securities as of the measurement date.

As of September 30, 2020, our interest rate swaps were valued using Level 2 inputs.

As of March 31, 2021, our interest rate swaps were valued using Level 2 inputs.

In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets.

We record changes in fair value on a quarterly basis, using current market valuations at quarter end.

The following table summarizes our interest rate swap as of September 30, 2020, and December 31, 2019 (dollars in thousands):

September 30, 2020 December 31, 2019

Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability

$ 14,077 $ — $ 1,721 $ 14,298 $ — $ 390

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and nine months ended September 30, 2020 (dollars in thousands):

Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020

Derivative in cash flow hedging relationship:

Interest rate swaps $ 95 $ ( 1,331 )

Total $ 95 $ ( 1,331 )

We were not party to any interest rate swap agreements during the three or nine months ended September 30, 2019.

The following table summarizes certain information regarding our derivative instruments as of September 30, 2020, and December 31, 2019 (dollars in thousands):

Derivative Liability Fair Value

Derivative Type Balance Sheet Location September 30, 2020 December 31, 2019

The following table summarizes our interest rate swap as of March 31, 2021, and December 31, 2020 (dollars in thousands):

Period Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability

As of March 31, 2021 $ 57,222 $ 561 $ ( 694 )

As of December 31, 2020 14,077 — ( 1,500 )

The following table summarizes certain balance sheet information regarding our derivative instruments as of March 31, 2021, and December 31, 2020 (dollars in thousands):

Derivative Asset (Liability) Fair Value

Derivative Type Balance Sheet Location March 31, 2021 December 31, 2020

Derivatives Designated as Hedging Instruments:

Interest rate swaps Other assets, net $ 561 $ —

Interest rate swaps Other liabilities, net ( 694 ) ( 1,500 )

Total, net $ ( 133 ) $ ( 1,500 )

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three months ended March 31, 2021 and 2020 (dollars in thousands):

Three Months Ended March 31, 2021 Three months ended March 31, 2020

Derivative in cash flow hedging relationship:

Interest rate swaps $ 1,367 $ ( 1,257 )

Total $ 1,367 $ ( 1,257 )

MANDATORILY-REDEEMABLE PREFERRED STOCK

Series A Term Preferred Stock

In August 2016, we completed a public offering of 6.375 % Series A Cumulative Term Preferred Stock, par value $ 0.001 per share (the “Series A Term Preferred Stock”), at a public offering price of $ 25.00 per share.

As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 1,150,000 shares of the Series A Term Preferred Stock for gross proceeds of approximately $ 28.8 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $ 27.6 million.

The Series A Term Preferred Stock is traded under the ticker symbol “LANDP” on Nasdaq.

Generally, we were not permitted to 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.

Since September 30, 2018, we have been permitted to 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.

As of September 30, 2020, no shares of Series A Term Preferred Stock have been redeemed.

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 Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

The Series 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.

On February 12, 2021, we redeemed all of our outstanding shares of Series A Term Preferred Stock at a cash redemption price of $ 25.00 per share plus all accrued and unpaid dividends up to, but excluding, the redemption date.

In total, we paid approximately $ 28.8 million for the redemption of the Series A Term Preferred Stock using proceeds from the offering of our Series D Term Preferred Stock (as defined below).

Our Series A Term Preferred Stock was delisted from Nasdaq on the date we redeemed all outstanding shares.

In connection with this early redemption, during the three months ended March 31, 2021, we wrote off approximately $ 127,000 of unamortized issuance costs related to the issuance of the Series A Term Preferred Stock.

Subsequent to March 31, 2021, we filed Articles Supplementary reclassifying 850,000 authorized but unissued shares of Series A Term Preferred Stock as additional shares of common stock.

See Note 11, “ Subsequent Events—Equity Activity—Articles Supplementary Reclassifying Remaining Series A Term Preferred Stock .”

Series D Term Preferred Stock

In January 2021, we completed a public offering of 5.00 % Series D Cumulative Term Preferred Stock, par value $ 0.001 per share (the “Series D Term Preferred Stock”), at a public offering price of $ 25.00 per share.

As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $ 58.3 million.

The Series D Term Preferred Stock is traded under the ticker symbol “LANDM” on Nasdaq.

The shares of the Series D Term Preferred Stock have a mandatory redemption date of January 31, 2026, and are not convertible into our common stock or any other securities.

Generally, we are not permitted to redeem shares of the Series D Term Preferred Stock prior to January 31, 2023, except in limited circumstances to preserve our qualification as a REIT.

On or after January 31, 2023, we may redeem the shares at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption.

We incurred approximately $ 2.1 million in total offering costs related to this issuance, which have been recorded net of the Series D Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

The Series D Term Preferred Stock is recorded as a liability on our accompanying Condensed Consolidated Balance Sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity,” which states that mandatorily-redeemable financial instruments should be classified as liabilities.

In addition, the related dividend payments are treated similarly to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

Due to the short-term maturity of our Series A Term Preferred Stock, its carrying value (exclusive of unamortized offering costs) of approximately $ 28.8 million was deemed to approximate its fair value as of September 30, 2020.

For information on the dividends declared by our Board of Directors and paid by us on the Series A Term Preferred Stock during the nine months ended September 30, 2020 and 2019, see Note 8, “ Equity—Distributions .”

As of March 31, 2021, the fair value of our Series D Term Preferred Stock was approximately $ 61.7 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.

The fair value of our Series D Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price as of March 31, 2021, of $ 25.54 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three months ended March 31, 2021, see Note 8, “ Equity—Distributions .”

RELATED-PARTY TRANSACTIONS

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The advisory agreement with our Adviser that was in effect through March 31, 2017, and the Administration Agreement each became effective February 1, 2013.

The advisory agreement with our Adviser that was in effect through June 30, 2019 (the “Prior Advisory Agreement”), was amended and restated on July 9, 2019 (as amended, the “2019 Advisory Agreement”), and again amended and restated on January 14, 2020 (as amended, the “2020 Advisory Agreement,” and, together with the Prior Advisory Agreement and the 2019 Advisory Agreement, the “Advisory Agreements”).

The Administration Agreement and each of the Advisory Agreements were approved unanimously by our board of directors, including our independent directors.

A summary of the compensation terms for each of the Advisory Agreements and the Administration Agreement is below.

Advisory Agreements

Pursuant to each of the Prior Advisory Agreement (which was in effect from April 1, 2017, through June 30, 2019), the 2019 Advisory Agreement (which was in effect from July 1, 2019, through December 31, 2019), and the 2020 Advisory Agreement (which has been in effect since January 1, 2020), our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee.

The advisory agreement with our Adviser was amended and restated on each of July 9, 2019, and January 14, 2020 (as amended, the “Advisory Agreement”).

The Administration Agreement and Advisory Agreement were both approved unanimously by our board of directors, including our independent directors.

A summary of the compensation terms for the Advisory Agreement and a summary of the Administration Agreement is below.

Advisory Agreement

Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee, an incentive fee, a capital gains fee, and a termination fee.

Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs.

The 2019 Advisory Agreement modified the calculation of the base management and incentive fees to exclude preferred equity from such calculations, while the capital gains and termination fees remained unchanged.

The 2020 Advisory Agreement revised and replaced the previous calculation of the base management fee, which was previously based on equity, with a calculation based on gross real estate assets, while all other fees remained unchanged.

Each of the base management, incentive, capital gains, and termination fees is described below.

Base Management Fee

Pursuant to the Prior Advisory Agreement, a base management fee was paid quarterly and was calculated as 2.0 % per annum ( 0.50 % per quarter) of the calendar quarter’s total adjusted equity, which was 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”).

Pursuant to the 2019 Advisory Agreement, a base management fee was paid quarterly and was calculated as 2.0 % per annum ( 0.50 % per quarter) of the prior calendar quarter’s total adjusted common equity, which was defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Common Equity”).

Under the 2020 Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, irrigation and drainage systems, horticulture, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

During the three and nine months ended September 30, 2019, our Adviser granted us certain non-contractual, unconditional, and irrevocable waivers, which were applied as credits against the base management fee for the period, as detailed in the table below under “ —Related-Party Fees .” We did not have any such waivers for the three and nine months ended September 30, 2020.

Pursuant to the Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

Incentive Fee

Pursuant to the Prior Advisory Agreement, an incentive fee was calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75 % ( 7.0 % annualized) of the prior calendar quarter’s Total Adjusted Equity.

Under each of the 2019 Advisory Agreement and the 2020 Advisory Agreement, an incentive fee was and is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeds a hurdle rate of 1.75 % ( 7.0 % annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

For purposes of the calculation of the Incentive Fee, Pre-Incentive Fee FFO was defined in each of the Advisory Agreements as FFO (also as defined in each of the Advisory Agreements) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that were not treated as a liability for GAAP purposes.

Pursuant to the Advisory Agreement, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75 % ( 7.0 % annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends declared on preferred stock securities that were not treated as a liability for GAAP purposes.

In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items.

Our Adviser would receive:

(i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO did not exceed the hurdle rate;

(ii) 100 % of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeded the hurdle rate but was less than 2.1875 % in any calendar quarter

( 8.75 % annualized);

and (iii) 20 % of the amount of the Pre-Incentive Fee FFO, if any, that exceeds 2.1875 % in any calendar quarter ( 8.75 % annualized).

(ii) 100 % of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeded the hurdle rate but was less than 2.1875 % in any calendar quarter ( 8.75 % annualized);

and (iii) 20 % of the amount of the Pre-Incentive Fee FFO, if any, that exceeded 2.1875 % in any calendar quarter ( 8.75 % annualized).

Capital Gains Fee

Pursuant to each of the Advisory Agreements, a capital gains-based incentive fee will be calculated and payable in arrears at the end of each fiscal year (or upon termination of the Advisory Agreement).

Pursuant to the Advisory Agreement, a capital gains-based incentive fee will be calculated and payable in arrears at the end of each fiscal year (or upon termination of the Advisory Agreement).

The capital gains fee shall equal:

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Termination Fee

Pursuant to each of the Advisory Agreements, in the event of our termination of the agreement with our Adviser for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.

Pursuant to the Advisory Agreement, in the event of our termination of the agreement with our Adviser for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.

Administration Agreement

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Gladstone, who also serves on the board of managers of Gladstone Securities.

In addition, Michael LiCalsi, our General Counsel and Secretary, serves in several capacities for Gladstone Securities, including as Chief Legal Officer, Secretary, and a member of its board of managers since 2010 and a managing principal since 2011.

Financing Arrangement Agreement

We pay Gladstone Securities a financing fee in connection with the services provided to us for securing financing on our properties.

Depending on the size of the financing obtained, the maximum amount of the financing fee, which is payable upon closing of the respective financing, ranges from 0.5 % to 1.0 % of the amount of financing obtained.

We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing financing on our properties.

Depending on the size of the financing obtained, the maximum amount of the financing fee, which will be payable upon closing of the respective financing, will range from 0.5 % to 1.0 % of the amount of financing obtained.

The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions.

We paid total financing fees to Gladstone Securities of approximately $ 7,000 and $ 35,000 during each of the three and nine months ended September 30, 2020, and approximately $ 160,000 and $ 188,000 during the three and nine months ended September 30, 2019, respectively.

Through September 30, 2020, the total amount of financing fees paid to Gladstone Securities represented approximately 0.13 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Series B Dealer-Manager Agreement

During the three months ended March 31, 2021 and 2020, we paid total financing fees to Gladstone Securities of approximately $ 17,000 and $ 0 , respectively.

Through March 31, 2021, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreements

On January 10, 2018, we entered into a dealer-manager agreement, which was amended and restated on May 31, 2018 (the “Series B Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities served as our exclusive dealer-manager in connection with the offering of our Series B Preferred Stock (as defined in Note 8, “ Equity—Series B Preferred Stock ”).

Pursuant to the Series B Dealer-Manager Agreement, Gladstone Securities provided certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock, and we generally paid Gladstone Securities:

(i) selling commissions of up to 7.0 % of the gross proceeds from sales of Series B Preferred Stock in the offering (the “Series B Selling Commissions”), and (ii) a dealer-manager fee of 3.0 % of the gross proceeds from sales of

Series B Preferred Stock in the offering (the “Series B Dealer-Manager Fee”).

Gladstone Securities was permitted, in its sole discretion, to remit all or a portion of the Series B Selling Commissions and also to reallow all or a portion of the Series B Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offering.

The terms of the Series B Dealer-Manager Agreement were approved by our board of directors, including all of its independent directors.

In connection with the sales of the Series B Preferred Stock, we paid total Series B Selling Commissions and Series B Dealer-Manager Fees to Gladstone Securities of approximately $ 0 and $ 2.5 million during the three and nine months ended September 30, 2020, respectively, and approximately $ 1.8 million and $ 5.1 million during the three and nine months ended September 30, 2019, respectively.

The majority of these amounts were then remitted by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers.

Series B Selling Commissions and Series B Dealer-Manager Fees paid to Gladstone Securities 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 Sheets.

The offering of our Series B Preferred Stock was completed on March 5, 2020.

Series C Dealer-Manager Agreement

On February 20, 2020, we entered into a dealer-manager agreement (the “Series C Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities will serve as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “ Equity—Equity Issuances—Series C Preferred Stock ”).

Pursuant to the Series C Dealer-Manager Agreement, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series C Preferred Stock, and we pay Gladstone Securities (i) selling commissions of up to 6.0 % of the gross proceeds from sales of Series C Preferred Stock (the “Series C Selling Commissions”) in the Primary Series C Offering (as defined in Note 8, “ Equity—Equity Issuances—Series C Preferred Stock ”), and (ii) a dealer-manager fee of 3.0 % of the gross proceeds from sales of Series C Preferred Stock in the Primary Series C Offering (the “Series C Dealer-Manager Fee”).

On February 20, 2020, we entered into a dealer-manager agreement (the “Series C Dealer-Manager Agreement,” and together with the Series B Dealer-Manager Agreement, the “Dealer-Manager Agreements”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “ Equity—Equity Issuances—Series C Preferred Stock ”).

Pursuant to the Dealer-Manager Agreements, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock and Series C Preferred Stock, and we generally paid or pay Gladstone Securities the following:

• With regard to the Series B Preferred Stock:

i selling commissions of up to 7.0 % of the gross proceeds from sales in the offering (the “Series B Selling Commissions”), and

ii a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series B Dealer-Manager Fee”).

• With regard to the Series C Preferred Stock:

i selling commissions of up to 6.0 % of the gross proceeds from sales in the offering (the “Series C Selling Commissions,” and together with the Series B Selling Commissions, the “Selling Commissions”), and

ii a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series C Dealer-Manager Fee,” and together with the Series B Dealer-Manager Fees, the “Dealer-Manager Fees”).

No Series C Selling Commissions or Series C Dealer-Manager Fee shall be paid with respect to shares of the Series C Preferred Stock sold pursuant to our dividend reinvestment plan (the “DRIP”) for the Series C Preferred Stock.

Gladstone Securities may, in its sole discretion, reallow a portion of the Series C Dealer-Manager Fee to participating broker-dealers in support of the Primary Series C Offering.

The terms of the Series C Dealer-Manager Agreement were approved by our board of directors, including all of our independent directors.

During the three and nine months ended September 30, 2020, we paid approximately $ 598,000 and $ 885,000 , respectively, of Series C Selling Commissions and Series C Dealer-Manager Fees to Gladstone Securities in connection with sales of the Series C Preferred Stock.

The majority of these amounts were then remitted by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers.

Series C Selling Commissions and Series C Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the Series C Preferred Stock and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.

Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offerings.

The terms of each of the Dealer-Manager Agreements were approved by our board of directors, including its independent directors.

During the three months ended March 31, 2020, we paid total Series B Selling Commissions and Series B Dealer-Manager Fees to Gladstone Securities of approximately $ 2.5 million in connection with sales of the Series B Preferred Stock, the offering for which was completed on March 9, 2020.

During the three months ended March 31, 2021 and 2020, we paid total Series C

Selling Commissions and Series C Dealer-Manager Fees to Gladstone Securities of approximately $ 1.1 million and $ 0 , respectively, in connection with sales of the Series C Preferred Stock.

The majority of these amounts were then remitted by Gladstone Securities to unrelated third parties involved in the respective offerings, including participating broker-dealers and wholesalers.

Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the respective securities and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.

Related-Party Fees

The following table summarizes related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands):

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2020 2019 2020 2019

For the Three Months Ended March 31,

Base management fee (1)(2)

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Incentive fee (1)(2)

821 — 2,155 —

Credits from non-contractual, unconditional, and irrevocable waiver granted by Adviser’s board of directors (2)

— — — ( 1,542 )

Total fees to our Adviser, net $ 2,531 $ 2,368

Administration fee (1)(2)

$ 344 $ 311 $ 1,084 $ 866

Selling Commissions and Dealer-Manager Fees (1)(3)

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(3) Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.

Includes selling commissions and dealer-manager fees related to both the Series B Preferred Stock and the Series C Preferred Stock.

(4) Included within Notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.

Related-Party Fees Due

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2020, and December 31, 2019, were as follows (dollars in thousands):

September 30, 2020 December 31, 2019

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2021, and December 31, 2020, were as follows (dollars in thousands):

March 31, 2021 December 31, 2020

Base management fee $ 1,369 $ 1,130

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Total due to Administrator 511 438

Due to Gladstone Securities (3)

Total due to related parties (4)

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(2) Represents the cumulative accrued but unpaid portion of prior Administration fees that are scheduled to be paid during the three months ending September 30 of each year, which is the quarter following our Administrator’s fiscal year end.

(3) Reflected as a line item on our accompanying Condensed Consolidated Balance Sheet.

(3) Represents certain Selling Commissions and Dealer-Manager Fees owed in connection with recent sales of our Series C Preferred Stock.

(4) Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets.

COMMITMENTS AND CONTINGENCIES

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or Accrued as of

September 30, 2020

March 31, 2021

Hillsborough, FL 55 $ 2,250 (2)

Q2 2021 $ 1,073

Wicomico & Caroline, MD, and Sussex, DE 833 505 Q3 2021 36

Van Buren, MI 89 150 Q4 2021 126

Tulare, CA 160 700 (2)

Wicomico & Caroline, MD, and Sussex, DE 833 115

Napa, CA 270 1,548 (2)

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Collier & Hendry, FL 3,612 2,000 (2)

Monterey, CA 304 1,248 Q4 2025 880

(1) Our obligation to provide capital to fund these improvements does not extend beyond these respective dates.

(2) Pursuant to contractual agreements, we will earn additional rent on the cost of these capital improvements as the funds are disbursed by us.

Ground Lease Obligations

We are obligated as lessee under three ground leases.

Future minimum lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2021, is as follows (dollars in thousands):

Period Future Lease Payments (1)

For the remaining nine months ending December 31:

For the fiscal years ending December 31:

Thereafter 600

Total undiscounted lease payments 923

imputed interest ( 279 )

Present value of lease payments $ 644

(1) Certain annual lease payments are set at the beginning of each year to then-current market rates (as determined by the State of Arizona, as lessor).

The amounts shown above represent estimated amounts based on the lease rates currently in place.

As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 14,000 and $ 12,000 during the three months ended March 31, 2021 and 2020, respectively.

In the ordinary course of business, we may be involved in legal proceedings from time to time.

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Amendment to Articles of Incorporation

On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation an Articles Supplementary (i) setting forth the rights, preferences, and terms of the Series C Preferred Stock and (ii) reclassifying and designating

26,000,000 shares of our authorized and unissued shares of common stock as shares of Series C Preferred Stock.

The reclassification decreased the number of shares classified as common stock from approximately 91.5 million shares immediately prior to the reclassification to 65.5 million shares immediately after the reclassification.

On January 13, 2021, we filed with the State Department of Assessments and Taxation of Maryland (“SDAT”) the Articles Supplementary (i) setting forth the rights, preferences and terms of the Series D Term Preferred Stock and (ii) reclassifying and designating 3,600,000 shares of our authorized and unissued shares of common stock as shares of Series D Term Preferred Stock.

Amendment to Operating Partnership Agreement

In connection with the authorization of the Series C Preferred Stock, the Operating Partnership adopted the Fourth Amendment to its First Amended and Restated Agreement of Limited Partnership, including Exhibit SC thereto (collectively, the “Amendment”), as amended from time to time, establishing the rights, privileges, and preferences of 6.00 % Series C Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series C Preferred OP Units”).

The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series C Preferred OP Units as are issued shares of Series C Preferred Stock by the Company in connection with the Series C Offering upon the Company’s contributions to the Operating Partnership of the net proceeds of the Series C Offering.

Generally, the Series C Preferred OP Units provided for under the Amendment have preferences, distribution rights and other provisions substantially equivalent to those of the Series C Preferred Stock.

On January 13, 2021, the Operating Partnership adopted the Fifth Amendment to its First Amended and Restated Agreement of Limited Partnership, including Exhibit SD thereto (collectively, the “Amendment”), as amended from time to time, establishing

the rights, privileges, and preferences of 5.00 % Series D Cumulative Term Preferred Units, a newly-designated class of limited partnership interests (the “Series D Term Preferred Units”).

The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series D Term Preferred Units as are issued shares of Series D Term Preferred Stock by the Company in connection with the offering of Series D Term Preferred Stock upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering of Series D Term Preferred Stock.

Generally, the Series D Term Preferred Units provided for under the Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series D Term Preferred Stock.

Non-Controlling Interests in Operating Partnership

We consolidate our Operating Partnership, which is a majority-owned partnership.

As of September 30, 2020, and December 31, 2019, we owned 100.0 % and approximately 98.6 %, respectively, of the outstanding OP Units.

As of September 30, 2020, and December 31, 2019, there were 0 and 288,303 OP Units held by non-controlling OP Unitholders.

As of March 31, 2021, and December 31, 2020, we owned approximately 99.3 % and 100.0 %, respectively, of the outstanding OP Units.

As of March 31, 2021, and December 31, 2020, there were 204,778 and 0 OP Units held by non-controlling OP Unitholders, respectively.

On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis.

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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.

We did not issue any OP Units to noncontrolling OP Unitholders during the three or nine months ended September 30, 2020.

Information regarding OP Units issued to noncontrolling OP Unitholders during the three and nine months ended September 30, 2019, is provided in the following table (dollars in thousands, except per-unit amounts):

Information regarding OP Units issued to noncontrolling OP Unitholders during the three months ended March 31, 2021, is provided in the following table (dollars in thousands, except per-unit amounts):

Number of OP Units Issued Weighted Average

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(1) Based on the closing stock price of the Company’s common stock on the date of issuance.

Information related to OP Units tendered for redemption during the three and nine months ended September 30, 2020 and 2019 is provided in the table below:

Period OP Units Tendered for Redemption Shares of Common Stock Issued

Three months ended September 30, 2020 144,151 144,151

Nine months ended September 30, 2020 288,303 288,303

Three months ended September 30, 2019 — —

Nine months ended September 30, 2019 570,879 570,879

No OP Units were tendered for redemption during the three months ended March 31, 2021.

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.

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On March 6, 2020, 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.

The 2017 Registration Statement, which was declared effective by the SEC on April 12, 2017, permitted 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.

Under the 2017 Registration Statement, we issued a total of 9,495,834 shares of common stock (excluding 1,215,565 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 117.4 million and 6,000,000 shares of Series B Preferred Stock for gross proceeds of approximately $ 147.5 million.

On March 6, 2020, we filed a universal registration statement on Form S-3 (File No.

333-236943) with the SEC (the “2020 Registration Statement”) to replace the 2017 Registration Statement.

333-236943) with the SEC (the “Registration Statement”) to replace our prior universal registration statement.

The Registration Statement, which was declared effective by the SEC on April 1, 2020, permits us to issue up to an aggregate of $ 1.0 billion in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities.

Through September 30, 2020, we had issued a total of 570,145 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 9.2 million and 420,196 shares of Series C Preferred Stock for gross proceeds of approximately $ 10.4 million under the 2020 Registration Statement.

In conjunction with the filing of the 2020 Registration Statement, we wrote off approximately $ 29 ,000 of unallocated costs associated with the initial filing of the 2017 Registration Statement.

These costs were written off to professional fees, which is included within General and administrative expenses on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income, during the nine months ended September 30, 2020.

Through March 31, 2021, we had issued a total of 1,624,251 shares of Series C Preferred Stock for gross proceeds of approximately $ 40.3 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 5,897,190 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 90.3 million under the Registration Statement.

Equity Issuances

Series B Preferred Stock

On May 31, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Series B Offering”) of our 6.00 % Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an offering price of $ 25.00 per share.

On May 31, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Series B Offering”) of our 6.00 % Series B Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”) at an offering price of $ 25.00 per share for gross proceeds of up to $ 150.0 million.

The Series B Preferred Stock was offered on a continuous, “reasonable best efforts” basis by Gladstone Securities, the dealer-manager for the Series B Offering.

See Note 6, “ Related-Party Transactions—Gladstone Securities—Series B Dealer-Manager Agreement ,” for a discussion of the fees and commissions to be paid to Gladstone Securities in connection with the Series B Offering.

The following table provides information on sales of the Series B Preferred Stock that occurred during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per-share amounts):

Period Number of

Shares Sold Weighted-average

Offering Price per Share Gross Proceeds Net Proceeds (1)

Nine months ended September 30, 2020 1,229,531 $ 24.52 $ 30,148 $ 27,664

Three months ended September 30, 2019 831,579 $ 24.64 $ 20,487 $ 18,711

Nine months ended September 30, 2019 2,330,654 24.68 57,529 52,440

(1) Net of Series B Selling Commissions and Series B Dealer-Manager Fees borne by us.

(2) The Series B Offering was completed during the three months ended March 31, 2020.

The following table provides information on redemptions of the Series B Preferred Stock that occurred during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per-share amounts):

Period Number of

Shares Redeemed Weighted-average

Redemption Price per Share Cash

Three months ended September 30, 2020 16,417 $ 22.68 $ 372

Nine months ended September 30, 2020 29,335 23.22 681

Three months ended September 30, 2019 2,120 $ 22.50 $ 48

Nine months ended September 30, 2019 9,520 22.50 214

The Series B Offering was completed on March 9, 2020 (the “Series B Termination Date”), with the full 6,000,000 allotted shares being sold, and, exclusive of redemptions, resulted in total gross proceeds of approximately $ 147.5 million and net proceeds, after deducting Series B Selling Commissions, Series B Dealer-Manager Fees, and offering expenses payable by us, of approximately $ 133.4 million.

Excluding Series B Selling Commissions and Series B Dealer-Manager Fees, we incurred approximately $ 1.6 million of total costs related to the Series B Offering, which were initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and were applied against the gross proceeds received from the offering through additional paid-in capital as shares of the Series B Preferred Stock were sold.

As of September 30, 2020, there was no public market for shares of the Series B Preferred Stock;

however, subsequent to September 30, 2020, we successfully listed the Series B Preferred Stock on Nasdaq under the ticker “LANDO.” See Note 11, “ Subsequent Events ,” for a discussion of the listing of the Series B Preferred Stock.

During the year ended December 31, 2020, we listed the Series B Preferred Stock on Nasdaq under the ticker “LANDO.” Trading of the Series B Preferred Stock on Nasdaq commenced on October 19, 2020.

Series C Preferred Stock

On February 20, 2020, we filed a prospectus supplement with the SEC for a continuous public offering of up to 400,000 shares of our newly-designated 6.00 % Series C Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share, and up to 120,000 shares of our Series C Preferred Stock pursuant to the DRIP at a price of $ 22.75 per share.

No shares of the Series C Preferred Stock were sold pursuant to the prospectus supplement dated February 20, 2020.

On April 3, 2020, we filed a new prospectus supplement with the SEC for a continuous offering of up to 26,000,000 shares of the Series C Preferred Stock, which superseded and replaced the prospectus supplement dated February 20, 2020, for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of the Series C Preferred Stock.

On April 3, 2020, we filed a new prospectus supplement (which superseded and replaced a previously-filed prospectus supplement) with the SEC for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of our newly-designated 6.00 % Series C Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”).

The Series C Offering permits us to sell up to 20,000,000 shares (the “Primary Series C Offering”) of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share and up to 6,000,000 shares of our Series C Preferred Stock pursuant to the DRIP at a price of $ 22.75 per share.

See Note 6, “ Related-Party Transactions—Gladstone Securities—Series C Dealer-Manager Agreement ,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series C Offering.

The following table provides information on equity sales that have occurred during the three and nine months ended September 30, 2020 (dollars in thousands, except per-share amounts):

Period Number of

Shares Sold (1)

Weighted Average

Offering Price

Per Share Gross Proceeds Net Proceeds (2)

Three months ended September 30, 2020 289,494 $ 24.82 $ 7,184 $ 6,586

Nine months ended September 30, 2020 420,196 24.86 10,444 9,559

The following table provides information on equity sales that have occurred during the three months ended March 31, 2021 (dollars in thousands, except per-share amounts):

Number of Shares Sold (1)

Weighted Average Offering Price Per Share Gross Proceeds Net Proceeds (2)

534,971 $ 24.89 $ 13,315 $ 12,171

(1) Excludes shares issued pursuant to the DRIP.

During each of the three and nine months ended September 30, 2020, we issued approximately 34 shares of the Series C Preferred Stock pursuant to the DRIP.

During the three months ended March 31, 2021, we issued approximately 707 shares of the Series C Preferred Stock pursuant to the DRIP.

(2) Net of Series C Selling Commissions and Series C Dealer-Manager Fees.

As of September 30, 2020, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $ 225,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

See Note 11, “ Subsequent Events—Equity Activity—Series C Preferred Stock ,” for sales of Series C Preferred Stock completed subsequent to September 30, 2020.

The Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either June 1, 2025 (unless terminated earlier or extended by our Board of Directors), or the date on which all 20,000,000 shares in the Primary

Series C Offering are sold.

As of March 31, 2021, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $ 301,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

There is currently no public market for shares of the Series C Preferred Stock;

however, we intend to apply to list the Series C Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the Series C Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to March 31, 2021.

At-the-Market Program

On August 7, 2015, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”), as amended from time to time, with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co., Inc., and Virtu Americas, LLC (each a “Sales Agent”), under which we were permitted to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $ 30.0 million (the “Prior ATM Program”).

On May 12, 2020, we terminated the Prior ATM Program and entered into new equity distribution agreements with Virtu Americas, LLC, and Ladenburg & Co., Inc., under which we may issue and sell, from time to time and through the current Sales Agents, shares of our common stock having an aggregate offering price of up to $ 100.0 million (the “Current ATM Program,” and collectively with the Prior ATM Program, the “ATM Programs”).

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Programs during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per-share amounts):

Period Number of

Shares Sold Weighted-average

Offering Price Per Share Gross Proceeds Net Proceeds (1)

Three months ended September 30, 2020 526,016 $ 16.13 $ 8,483 $ 8,398

Nine months ended September 30, 2020 979,945 14.94 14,638 14,491

Three months ended September 30, 2019 78,008 $ 12.01 $ 937 $ 923

Nine months ended September 30, 2019 148,559 12.32 1,830 1,802

On May 12, 2020, we entered into equity distribution agreements with Virtu Americas, LLC, and Ladenburg & Co., Inc., under which we may issue and sell, from time to time and through the current Sales Agents, shares of our common stock having an aggregate offering price of up to $ 100.0 million (the “ATM Program”).

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three months ended March 31, 2021 (dollars in thousands, except per-share amounts):

Number of Shares Sold Weighted-average Offering Price Per Share Gross Proceeds Net Proceeds (1)

1,312,932 $ 17.17 $ 22,537 $ 22,312

(1) Net of underwriting commissions and discounts.

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of sales of common stock completed under the ATM Program subsequent to March 31, 2021.

Distributions

The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three and nine months ended September 30, 2020 and 2019 are reflected in the table below.

Three months ended September 30, Nine months ended September 30,

The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three months ended March 31, 2021 and 2020 are reflected in the table below.

Three months ended March 31,

Issuance 2021 2020

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Series B Preferred Stock (3)

0.375 0.375 1.125 1.125

Series C Preferred Stock (3)

0.375 — 0.750 —

Series D Term Preferred Stock (1)(3)(4)

Common Stock (5)

0.13485 0.13395

(1) Treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

(2) Of the aggregate dividends declared on the Series B Preferred Stock and Series C Preferred Stock by our Board of Directors on July 14, 2020, and July 9, 2019, approximately $ 797 ,000 and $ 433,000 , respectively, was paid (as scheduled) by us on October 7, 2020, and October 3, 2019, respectively.

(1) Dividends are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

(2) The Series A Term Preferred Stock was redeemed in full on February 12, 2021.

(3) Of the aggregate dividends declared on the Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock by our Board of Directors on January 12, 2021, approximately $ 1.2 million was paid (as scheduled) by us on April 5, 2021.

(4) The Series D Term Preferred Stock was issued on January 19, 2021.

(5) The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.

LEASE REVENUES

The following table sets forth the components of our lease revenues for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except for footnotes):

Three months ended September 30, Nine months ended September 30,

2020 2019 2020 2019

The following table sets forth the components of our lease revenues for the three months ended March 31, 2021 and 2020 (dollars in thousands, except for footnotes):

Three months ended March 31,

Fixed lease payments (1)

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Variable lease payments (2)

1,151 881 4,457 967

Lease revenues, net (3)

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Participation rents are generally recognized when all contingencies have been resolved and when actual results become known or estimable, enabling us to estimate and/or measure our share of such gross revenues.

During the three and nine months ended September 30, 2020, we recorded participation rents of approximately $ 1.1 million and $ 1.2 million, respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 19 ,000 and $ 441 ,000, respectively.

During the three and nine months ended September 30, 2019, we recorded participation rents of approximately $ 848 ,000 and $ 874 ,000, respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 33 ,000 and $ 93 ,000, respectively.

In addition, during the nine months ended September 30, 2020, we received a lease termination payment of approximately $ 3.0 million.

During the three months ended March 31, 2021 and 2020, we recorded participation rents of approximately $ 26,000 and $ 30,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 29,000 and $ 178,000 , respectively.

In addition, during the three months ended March 31, 2020, we received a lease termination payment of approximately $ 3.0 million.

(3) Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

EARNINGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of basic and diluted net loss per common share for the three and nine months ended September 30, 2020 and 2019, computed using the weighted average number of shares outstanding during the respective periods.

Net loss figures are presented net of non-controlling interests in the earnings per share calculations.

The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted per-share calculation, as there would be no effect on the amounts since the non-controlling OP Unitholders’ share of earnings would also be added back to net loss.

Three months ended September 30, Nine months ended September 30,

2020 2019 2020 2019

(Dollars in thousands, except per-share amounts) (Dollars in thousands, except per-share amounts)

Net loss attributable to common stockholders $ ( 837 ) $ ( 644 ) $ ( 1,981 ) $ ( 1,860 )

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2021 and 2020, computed using the weighted average number of shares outstanding during the respective periods.

Earnings figures are presented net of non-controlling interests in the earnings per share calculations.

Three months ended March 31,

(Dollars in thousands, except per-share amounts)

Net (loss) income attributable to common stockholders $ ( 2,211 ) $ 934

Weighted average shares of common stock outstanding – basic and diluted 26,874,630 21,262,080

21,991,291 20,763,615 21,558,859 19,154,744

Loss per common share – basic and diluted

$ ( 0.04 ) $ ( 0.03 ) $ ( 0.09 ) $ ( 0.10 )

The weighted-average number of OP Units held by non-controlling OP Unitholders was 16,452 and 175,981 for the three and nine months ended September 30, 2020, respectively, and 222,494 and 217,857 for the three and nine months ended September 30, 2019, respectively.

(Loss) Income per common share – basic and diluted $ ( 0.08 ) $ 0.04

The weighted-average number of OP Units held by non-controlling OP Unitholders was 47,782 and 288,303 for the three months ended March 31, 2021 and 2020, respectively.

SUBSEQUENT EVENTS

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Acquisition Activity

Subsequent to September 30, 2020, we acquired four new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

Subsequent to March 31, 2021, we acquired one new farm, which is summarized in the table below (dollars in thousands, except for footnotes):

Name Property

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Straight-line

West Lost Hills Road (3)(4)(5)

Fresno, CA 10/1/2020 801 1 Pistachios 1.1 years 4 (3 years) $ 31,828 $ 52 $ 1,560

Tractor Road Bamberg & Orangeburg, SC 10/23/2020 597 3 Sod 9.5 years None 3,765 48 244

South Avenue Corning Tehama, CA 4/5/2021 2,285 1 Olives for Olive Oil 14.7 years 1 ( 5 years)

$ 37,800 $ 83 $ 2,541

(1) Acquisitions will be accounted for as asset acquisitions in accordance with ASC 360.

2,285 1 $ 37,800 $ 83 $ 2,541

(1) Acquisition will be accounted for as asset acquisitions in accordance with ASC 360.

The figures above represent only costs paid or accrued for as of the date of this filing.

(3) Lease provides for a participation rent component based on the gross crop revenues earned on the farm.

The rent figure above represents only the minimum cash guaranteed under the lease.

(4) Lease provides for an initial term of 3.1 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease).

(5) In connection with the acquisition of this property, we also acquired a 12.5 % ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.

Financing Activity

Borrowing Activity

Subsequent to September 30, 2020, through the date of this filing, we have entered into the following loan agreements (dollars in thousands):

Lender Date of

Issuance Principal

Amount Maturity

Date Principal

Amortization Stated

Rate Interest Rate Terms

PGIM Real Estate Finance, LLC 10/1/2020 $ 19,042 7/1/2028 25.0 years 2.47 % Fixed throughout term

PGIM Real Estate Finance, LLC 10/1/2020 19,096 7/1/2028 25.0 years 2.45 % Fixed throughout term

AgAmerica Lending, LLC 10/23/2020 2,259 1/1/2028 30.0 years 3.50 % Fixed throughout term

Interest Rate Swap Agreements

Certain loans we secured during the three months ended March 31, 2021, were initially issued at variable rates.

Subsequent to March 31, 2021, these loans were effectively fixed through our entry into interest rate swap agreements, as summarized in the following table (dollars in thousands):

Lender Effective Date Loan

Amount Original Variable Interest Rate Terms New Fixed Interest Rate Terms

Rabo AgriFinance, LLC 4/1/2021 $ 3,780 1-month LIBOR + 2.00 %

fixed throughout term

Rabo AgriFinance, LLC (1)

4/1/2021 630 1-month LIBOR + 2.00 %

fixed throughout term

Equity Activity

Equity Issuances

The following table provides information on equity sales that have occurred subsequent to September 30, 2020 (dollars in thousands, except per-share amounts):

The following table provides information on equity sales that have occurred subsequent to March 31, 2021 (dollars in thousands, except per-share amounts):

Type of Issuance Number of

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Series C Preferred Stock (2)

Common Stock – Follow-on Offering (2)

178,041 $ 24.76 $ 4,408 $ 4,050

Common Stock – ATM Program 1,825,452 20.28 37,020 36,650

(1) Net of Series C Selling Commissions and Series C Dealer-Manager Fees or underwriting commissions and discounts (in each case, as applicable).

(2) Includes the underwriters’ exercise of the full over-allotment option in connection with the offering.

Equity Listing

Subsequent to September 30, 2020, we listed the Series B Preferred Stock on Nasdaq under the ticker symbol “LANDO.” Trading of the Series B Preferred Stock on Nasdaq commenced on October 19, 2020.

(2) Excludes approximately 778 shares issued pursuant to the DRIP.

Articles Supplementary Reclassifying Remaining Series A Term Preferred Stock

On May 7, 2021, we filed Articles Supplementary (the “Reclassification Articles Supplementary”) with the SDAT, pursuant to which our board of directors reclassified and designated the remaining 850,000 shares of authorized but unissued Series A Term Preferred Stock as additional shares of common stock.

After giving effect to the filing of the Reclassification Articles Supplementary, our authorized capital stock consists of 63,944,073 shares of common stock, 6,456,065 shares of Series B Preferred Stock, 25,999,862 shares of Series C Preferred Stock, and 3,600,000 shares of Series D Term Preferred Stock.

The Reclassification Articles Supplementary did not increase our authorized shares of capital stock.

Distributions

On October 13, 2020, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:

On April 13, 2021, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:

Issuance Record Date Payment Date Distribution per Share

Series A Term Preferred Stock:

October 23, 2020 October 30, 2020 $ 0.1328125

November 20, 2020 November 30, 2020 0.1328125

December 23, 2020 December 31, 2020 0.1328125

Total Series A Term Preferred Stock Distributions:

Series B Preferred Stock:

October 27, 2020 November 5, 2020 $ 0.125

November 25, 2020 December 4, 2020 0.125

December 24, 2020 January 5, 2021 0.125

April 23, 2021 April 30, 2021 $ 0.125

May 19, 2021 May 28, 2021 0.125

June 18, 2021 June 30, 2021 0.125

Total Series B Preferred Stock Distributions:

Series C Preferred Stock:

October 27, 2020 November 5, 2020 $ 0.125

November 25, 2020 December 4, 2020 0.125

December 24, 2020 January 5, 2021 0.125

April 28, 2021 May 5, 2021 $ 0.125

May 26, 2021 June 4, 2021 0.125

June 28, 2021 July 6, 2021 0.125

Total Series C Preferred Stock Distributions:

Series D Term Preferred Stock:

April 23, 2021 April 30, 2021 $ 0.104167

May 19, 2021 May 28, 2021 0.104167

June 18, 2021 June 30, 2021 0.104167

Total Series D Term Preferred Stock Distributions:

Common Stock (1) :

October 23, 2020 October 30, 2020 $ 0.0449

November 20, 2020 November 30, 2020 0.0449

December 23, 2020 December 31, 2020 0.0449

April 23, 2021 April 30, 2021 $ 0.045

May 19, 2021 May 28, 2021 0.045

June 18, 2021 June 30, 2021 0.045

Total Common Stock Distributions:

(1) The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling OP Unitholders as of the above record dates.

In July 2020, we granted extensions of up to 123 days to two tenants who owed semi-annual rental payments totaling approximately $ 343,000 .

These payments were originally scheduled to be paid on July 1, 2020, and the rent deferrals we granted to these tenants extend the new due dates to be on or before November 1, 2020, with all other terms of the existing lease agreements remaining unchanged.

These rental payments were collected in full subsequent to September 30, 2020.

We have not received any other requests from tenants seeking relief as a result of COVID-19;

however, no assurances can be made that we will not receive additional rent deferral or modification requests in the future.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements