3 unchanged sentences
(In thousands, except share and per-share data)
−Removed: June 30, 2021 December 31, 2020
+Added: September 30, 2021 December 31, 2020
Real estate, at cost $ 1,223,935 $ 1,095,439
9 unchanged sentences
Series A cumulative term preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;
−Removed: 0 shares authorized, 0 shares issued or outstanding as of June 30, 2021 ;
+Added: 0 shares authorized, 0 shares issued or outstanding as of September 30, 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;
−Removed: 3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of June 30, 2021 ;
+Added: 3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of September 30, 2021;
0 shares authorized, issued, or outstanding as of December 31, 2020, net
6 unchanged sentences
Series B cumulative redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;
−Removed: 6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of June 30, 2021 , and December 31, 2020
+Added: 6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of September 30, 2021, and December 31, 2020
Series C cumulative redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;
−Removed: 25,999,862 shares authorized, 2,029,455 shares issued and outstanding as of June 30, 2021 ;
+Added: 25,989,942 shares authorized, 2,600,604 shares issued and outstanding as of September 30, 2021;
25,999,862 shares authorized, 1,088,435 shares issued and outstanding as of December 31, 2020
Common stock, $ 0.001 par value;
−Removed: 63,944,073 shares authorized, 30,478,064 shares issued and outstanding as of June 30, 2021 ;
+Added: 63,953,993 shares authorized, 32,043,989 shares issued and outstanding as of September 30, 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)
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
18 unchanged sentences
Total other expense, net ( 6,881 ) ( 5,550 ) ( 20,383 ) ( 15,648 )
−Removed: NET (LOSS) INCOME ( 531 ) 182 23 3,283
−Removed: Net loss (income) attributable to non-controlling interests 1 2 — ( 39 )
−Removed: NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY ( 530 ) 184 23 3,244
+Added: NET INCOME 1,503 1,581 1,526 4,864
+Added: Net income attributable to non-controlling interests ( 8 ) ( 13 ) ( 8 ) ( 52 )
+Added: NET INCOME ATTRIBUTABLE TO THE COMPANY 1,495 1,568 1,518 4,812
Dividends declared on Series B and Series C cumulative redeemable preferred stock ( 3,111 ) ( 2,361 ) ( 8,814 ) ( 6,749 )
+Added: Loss on extinguishment of Series B and Series C cumulative redeemable preferred stock ( 23 ) ( 44 ) ( 23 ) ( 44 )
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 1,639 ) $ ( 837 ) $ ( 7,319 ) $ ( 1,981 )
4 unchanged sentences
COMPREHENSIVE INCOME:
−Removed: Net (loss) income attributable to the Company $ ( 530 ) $ 184 $ 23 $ 3,244
+Added: Net income attributable to the Company $ 1,495 $ 1,568 $ 1,518 $ 4,812
Change in fair value related to interest rate hedging instruments 357 95 513 ( 1,331 )
−Removed: COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY $ ( 1,741 ) $ 15 $ 179 $ 1,818
+Added: COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 1,852 $ 1,663 $ 2,031 $ 3,481
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(In thousands, except share data)
−Removed: Three Months Ended June 30, 2021
+Added: Three Months Ended September 30, 2021
Series B Preferred Stock Series C Preferred Stock Common Stock Additional
7 unchanged sentences
of Shares Par
−Removed: Balance at March 31, 2021 5,956,065 $ 6 1,624,113 $ 2 27,531,951 $ 27 $ 476,996 $ ( 61,066 ) $ ( 133 ) $ 415,832 $ 1,835 $ 417,667
+Added: Balance at June 30, 2021 5,956,065 $ 6 2,029,455 $ 2 30,478,064 $ 30 $ 549,123 $ ( 68,533 ) $ ( 1,344 ) $ 479,284 $ 2,030 $ 481,314
Issuance of Series C Preferred Stock, net — — 581,069 1 — — 13,253 — — 13,254 — 13,254
+Added: Redemption of Series C Preferred Stock — — ( 9,920 ) — — — ( 225 ) ( 23 ) — ( 248 ) — ( 248 )
Issuance of common stock, net — — — — 1,565,925 2 36,659 — — 36,661 — 36,661
−Removed: Net loss — — — — — — — ( 530 ) — ( 530 ) ( 1 ) ( 531 )
+Added: Net income — — — — — — — 1,495 — 1,495 8 1,503
Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 3,111 ) — ( 3,111 ) — ( 3,111 )
Distributions—OP Units and common stock — — — — — — — ( 4,255 ) — ( 4,255 ) ( 28 ) ( 4,283 )
−Removed: Comprehensive loss attributable to the Company — — — — — — — — ( 1,211 ) ( 1,211 ) — ( 1,211 )
+Added: Comprehensive income attributable to the Company — — — — — — — — 357 357 — 357
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 117 ) — — ( 117 ) 117 —
−Removed: Balance at June 30, 2021 5,956,065 $ 6 2,029,455 $ 2 30,478,064 $ 30 $ 549,123 $ ( 68,533 ) $ ( 1,344 ) $ 479,284 $ 2,030 $ 481,314
−Removed: Six Months Ended June 30, 2021
+Added: Balance at September 30, 2021 5,956,065 $ 6 2,600,604 $ 3 32,043,989 $ 32 $ 598,693 $ ( 74,427 ) $ ( 987 ) $ 523,320 $ 2,127 $ 525,447
+Added: Nine Months Ended September 30, 2021
Series B Preferred Stock Series C Preferred Stock Common Stock Additional
9 unchanged sentences
Issuance of Series C Preferred Stock, net — — 1,522,089 2 — — 34,617 — — 34,619 — 34,619
+Added: Redemption of Series C Preferred Stock — — ( 9,920 ) — — — ( 225 ) ( 23 ) — ( 248 ) — ( 248 )
Issuance of OP Units as consideration in real estate acquisitions, net — — — — — — — — — — 3,970 3,970
5 unchanged sentences
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — 1,786 — — 1,786 ( 1,786 ) —
−Removed: Balance at June 30, 2021 5,956,065 $ 6 2,029,455 $ 2 30,478,064 $ 30 $ 549,123 $ ( 68,533 ) $ ( 1,344 ) $ 479,284 $ 2,030 $ 481,314
+Added: Balance at September 30, 2021 5,956,065 $ 6 2,600,604 $ 3 32,043,989 $ 32 $ 598,693 $ ( 74,427 ) $ ( 987 ) $ 523,320 $ 2,127 $ 525,447
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(In thousands, except share data)
−Removed: Three Months Ended June 30, 2020
+Added: Three Months Ended September 30, 2020
Series B Preferred Stock Series C Preferred Stock Common Stock Additional
7 unchanged sentences
of Shares Par
−Removed: Balance at March 31, 2020 5,977,647 $ 6 — $ — 21,346,458 $ 21 $ 348,020 $ ( 40,701 ) $ ( 1,647 ) $ 305,699 $ 2,356 $ 308,055
−Removed: Issuance of Series B Preferred Stock, net — — — — — — ( 66 ) — — ( 66 ) — ( 66 )
+Added: Balance at June 30, 2020 5,972,482 $ 6 130,702 $ — 21,534,739 $ 22 $ 352,677 $ ( 45,653 ) $ ( 1,816 ) $ 305,236 $ 1,147 $ 306,383
Redemption of Series B Preferred Stock ( 16,417 ) — — — — — ( 327 ) ( 44 ) — ( 371 ) — ( 371 )
2 unchanged sentences
Issuance of common stock, net — — — — 526,016 — 8,392 — — 8,392 — 8,392
−Removed: Net income (loss) — — — — — — — 184 — 184 ( 2 ) 182
+Added: Net income — — — — — — — 1,568 — 1,568 13 1,581
Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 2,361 ) — ( 2,361 ) — ( 2,361 )
2 unchanged sentences
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 1,131 ) — — ( 1,131 ) 1,131 —
−Removed: Balance at June 30, 2020 5,972,482 $ 6 130,702 $ — 21,534,739 $ 22 $ 352,677 $ ( 45,653 ) $ ( 1,816 ) $ 305,236 $ 1,147 $ 306,383
−Removed: Six Months Ended June 30, 2020
+Added: Balance at September 30, 2020 5,956,065 $ 6 420,230 $ — 22,204,906 $ 22 $ 368,465 $ ( 49,457 ) $ ( 1,721 ) $ 317,315 $ — $ 317,315
+Added: Nine Months Ended September 30, 2020
Series B Preferred Stock Series C Preferred Stock Common Stock Additional
18 unchanged sentences
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 2,050 ) — — ( 2,050 ) 2,050 —
−Removed: Balance at June 30, 2020 5,972,482 $ 6 130,702 $ — 21,534,739 $ 22 $ 352,677 $ ( 45,653 ) $ ( 1,816 ) $ 305,236 $ 1,147 $ 306,383
+Added: Balance at September 30, 2020 5,956,065 $ 6 420,230 $ — 22,204,906 $ 22 $ 368,465 $ ( 49,457 ) $ ( 1,721 ) $ 317,315 $ — $ 317,315
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(In thousands)
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
8 unchanged sentences
Loss on dispositions of real estate assets, net 1,841 861
+Added: Property and casualty recovery, net — ( 68 )
Changes in operating assets and liabilities:
8 unchanged sentences
Deposits on prospective real estate acquisitions and investments ( 1,875 ) ( 550 )
+Added: Insurance proceeds received capitalized as real estate additions — 66
Net cash used in investing activities ( 149,501 ) ( 75,620 )
7 unchanged sentences
Repayments of notes and bonds payable ( 18,816 ) ( 10,599 )
+Added: Borrowings from lines of credit — 19,000
+Added: Repayments of lines of credit — ( 7,500 )
Payments of financing fees ( 2,455 ) ( 497 )
3 unchanged sentences
Net cash provided by financing activities 186,418 56,794
−Removed: NET INCREASE IN CASH AND CASH EQUIVALENTS 57,571 11,091
+Added: NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 57,273 ( 7,233 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,218 13,688
4 unchanged sentences
(In thousands)
−Removed: For the Six Months Ended June 30,
+Added: For the Nine Months Ended September 30,
NON-CASH INVESTING AND FINANCING INFORMATION:
3 unchanged sentences
Financing fees included in Accounts payable and accrued expenses and Due to related parties, net 57 16
−Removed: Unrealized loss related to interest rate hedging instrument ( 1,344 ) ( 1,816 )
+Added: Unrealized gain (loss) related to interest rate hedging instruments 987 ( 1,721 )
Dividends paid on Series C Preferred Stock via additional share issuances 106 1
7 unchanged sentences
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.
−Removed: As of June 30, 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).
+Added: As of September 30, 2021 and December 31, 2020, the Company owned approximately 99.4 % and 100.0 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).
Gladstone Land Advisers, Inc.
2 unchanged sentences
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.
−Removed: For the six months ended June 30, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.
+Added: For the nine months ended September 30, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.
Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (the “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (the “Administrator”), a Delaware limited liability company.
9 unchanged sentences
Securities and Exchange Commission (the “SEC”) on February 24, 2021 (the “Form 10-K”).
−Removed: The results of operations for the three and six months ended June 30, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.
+Added: The results of operations for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.
Use of Estimates
9 unchanged sentences
We have not needed to make use of this election to date.
+Added: On July 19, 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-05, “Leases (Topic 842):
+Added: Lessors - Certain Leases With Variable Lease Payments,” to improve guidance for a lessor’s accounting for lease contracts that have variable lease payments not dependent on a reference index or a rate and that would have resulted in the recognition of a selling loss at commencement if classified as a sales-type or direct financing lease.
+Added: Leases that contain such variable lease payments are to be classified and accounted for as operating leases by the lessor if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would otherwise have recognized a day-one loss.
+Added: While earlier application is permitted, the amendments are effective for fiscal years beginning after December 15, 2021 and can be applied either retrospectively to leases that commenced or were modified on or subsequent to the adoption of Topic 842 or prospectively as of the date of adoption of ASU 2021-05.
+Added: The Company early adopted this ASU using the prospective method, however the implementation of this update did not have a material impact on our consolidated financial statements.
REAL ESTATE AND INTANGIBLE ASSETS
All of our properties are wholly-owned on a fee-simple basis, except where noted.
−Removed: The following table provides certain summary information about the 153 farms we owned as of June 30, 2021 (dollars in thousands, except for footnotes):
+Added: The following table provides certain summary information about the 158 farms we owned as of September 30, 2021 (dollars in thousands, except for footnotes):
of Farms Total
9 unchanged sentences
Michigan 23 1,892 1,245 24,723 14,923
+Added: Oregon 4 561 471 18,293 3,781
Texas 1 3,667 2,219 8,269 5,059
Maryland 6 987 863 7,992 4,584
−Removed: Oregon 3 418 363 6,054 3,839
South Carolina 3 597 447 3,745 2,237
8 unchanged sentences
each as shown on the accompanying Condensed Consolidated Balance Sheets.
−Removed: (2) Excludes approximately $ 3.5 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.
+Added: (2) Excludes approximately $ 3.5 million of debt issuance costs related to notes and bonds payable, which is included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.
(3) Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties.
−Removed: As of June 30, 2021 , this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.
+Added: As of September 30, 2021, this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.
(4) Includes one farm in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041.
−Removed: The ground sublease consists of approximately five acres and had an aggregate net cost basis of approximately $ 782,000 as of June 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
+Added: The ground sublease consists of approximately five acres and had a net cost basis of approximately $ 772,000 as of September 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
(5) Includes 25,330 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California.
1 unchanged sentence
(6) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively.
−Removed: In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 1.3 million as of June 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
−Removed: The following table sets forth the components of our investments in tangible real estate assets as of June 30, 2021 , and December 31, 2020 (dollars in thousands):
−Removed: June 30, 2021 December 31, 2020
+Added: In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 1.2 million as of September 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
+Added: The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2021, and December 31, 2020 (dollars in thousands):
+Added: September 30, 2021 December 31, 2020
Land and land improvements $ 769,384 $ 713,333
6 unchanged sentences
Total real estate, net $ 1,156,928 $ 1,046,203
−Removed: Real estate depreciation expense on these tangible assets was approximately $ 6.0 million and $ 11.6 million for the three and six months ended June 30, 2021, respectively, and approximately $ 3.5 million and $ 7.0 million for the three and six months ended June 30, 2020, respectively.
+Added: Real estate depreciation expense on these tangible assets was approximately $ 6.6 million and $ 18.3 million for the three and nine months ended September 30, 2021, respectively, and approximately $ 3.6 million and $ 10.6 million for the three and nine months ended September 30, 2020, respectively.
Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements.
−Removed: As of June 30, 2021 , and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 1.9 million and $ 2.0 million, respectively.
−Removed: We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 97,000 and $ 194,000 for the three and six months ended June 30, 2021, respectively, and approximately $ 76,000 and $ 152,000 for the three and six months ended June 30, 2020, respectively.
+Added: As of September 30, 2021, and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.1 million and $ 2.0 million, respectively.
+Added: We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 88,000 and $ 282,000 for the three and nine months ended September 30, 2021, respectively, and approximately $ 76,000 and $ 228,000 for the three and nine months ended September 30, 2020, respectively.
Intangible Assets and Liabilities
−Removed: The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of June 30, 2021 , and December 31, 2020 (dollars in thousands):
−Removed: June 30, 2021 December 31, 2020
+Added: The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2021, and December 31, 2020 (dollars in thousands):
+Added: September 30, 2021 December 31, 2020
Lease intangibles:
6 unchanged sentences
Lease intangibles, net $ 4,742 $ 3,732
−Removed: Total amortization expense related to these lease intangible assets was approximately $ 304,000 and $ 687,000 for the three and six months ended June 30, 2021, respectively, and approximately $ 321,000 and $ 1.1 million for the three and six months ended June 30, 2020, respectively.
−Removed: The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of June 30, 2021 , and December 31, 2020 (dollars in thousands):
−Removed: June 30, 2021 December 31, 2020
+Added: Total amortization expense related to these lease intangible assets was approximately $ 296,000 and $ 983,000 for the three and nine months ended September 30, 2021, respectively, and approximately $ 294,000 and $ 1.4 million for the three and nine months ended September 30, 2020, respectively.
+Added: The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2021, and December 31, 2020 (dollars in thousands):
+Added: September 30, 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.
−Removed: Total amortization related to above-market lease values and lease incentives was approximately $ 44,000 and $ 0 for the three and six months ended June 30, 2021, respectively, and approximately $ 31,000 and $ 62,000 for the three and six months ended June 30, 2020, respectively.
−Removed: Total accretion related to below-market lease values and other deferred revenue was approximately $ 63,000 and $ 99,000 for the three and six months ended June 30, 2021, respectively, and approximately $ 25,000 and $ 50,000 for the three and six months ended June 30, 2020, respectively.
+Added: Total amortization related to above-market lease values and lease incentives was approximately $ 47,000 for each of the three and nine months ended September 30, 2021, and approximately $ 32,000 and $ 94,000 for the three and nine months ended September 30, 2020, respectively.
+Added: Total accretion related to below-market lease values and other deferred revenue was approximately $ 62,000 and $ 161,000 for the three and nine months ended September 30, 2021, respectively, and approximately $ 28,000 and $ 78,000 for the three and nine months ended September 30, 2020, respectively.
2021 Acquisitions
−Removed: During the six months ended June 30, 2021, we acquired 16 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
+Added: During the nine months ended September 30, 2021, we acquired 21 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Name Property
7 unchanged sentences
$ 1,600 $ 56 $ 89
−Removed: Eight Mile Road – Port Facility San Joaquin, CA 3/11/2021 5 1 Cooling Facility & Storage 9.8 years 3 ( 5 years)
+Added: Eight Mile Road – Port Facility San Joaquin, CA 3/11/2021 5 1 Cooling facility and storage 9.8 years 3 ( 5 years)
South Avenue Tehama, CA 4/5/2021 2,285 1 Olives for olive oil 14.7 years 1 ( 5 years)
1 unchanged sentence
Richards Avenue Atlantic, NJ 6/3/2021 116 3 Blueberries 14.9 years 2 ( 5 years)
−Removed: Lerdo Highway (3)(4)
+Added: Lerdo Highway (Phase I) (3)(4)
Kern, CA 6/4/2021 639 1 Conventional & organic almonds and banked water 10.4 years 3 ( 10 years)
3 unchanged sentences
13,300 49 785
+Added: Maricopa Highway Kern, CA 8/11/2021 277 1 Organic blueberries 14.9 years 3 ( 5 years)
30,000 63 2,262
+Added: Wallace Road Yamhill, OR 8/11/2021 143 1 Organic blueberries 10.1 years 3 ( 5 years)
+Added: 12,320 39 768
+Added: West Orange St.
+Added: Lucie, FL 8/18/2021 617 2 Lemons and oranges 12.0 years None 5,241 180 367
+Added: Lerdo Highway (Phase II) (3)(5)
+Added: Kern, CA 8/20/2021 479 1 Conventional & organic almonds and banked water 10.2 years 3 ( 10 years)
+Added: 14,772 53 735
+Added: 5,719 21 $ 147,652 $ 813 $ 8,853
(1) Includes approximately $ 50,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
6 unchanged sentences
See “— Investments in Water Assets ” below for additional information on this water.
−Removed: During the three and six months ended June 30, 2021, in the aggregate, we recognized operating revenues of approximately $ 845,000 and $ 874,000 , respectively, and net income of approximately $ 402,000 and $ 398,000 , respectively, related to the above acquisitions.
+Added: (5) As part of the acquisition of this property, we acquired a contract to purchase 5,000 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price.
+Added: We executed this contract on August 23, 2021, at an additional cost of approximately $ 306,000 , which is included in the total purchase price for this property in the table above.
+Added: Rent is not currently being earned on the value attributable to the water.
+Added: See “— Investments in Water Assets ” below for additional information on this water.
+Added: During the three and nine months ended September 30, 2021, in the aggregate, we recognized operating revenues of approximately $ 1.8 million and $ 2.6 million, respectively, and net income of approximately $ 646,000 and $ 1.0 million, respectively, related to the above acquisitions.
2020 Acquisitions
−Removed: During the six months ended June 30, 2020, we acquired four new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
+Added: 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):
Name Property
10 unchanged sentences
14,169 52 784
+Added: Hermon Wicomico & Caroline, MD, and Sussex, DE 8/31/2020 939 5 Sod & vegetables 10.0 years 2 ( 5 years)
7,346 226 432
+Added: Firestone Avenue (4)(5)(6)
+Added: Fresno, CA 9/3/2020 2,534 3 Pistachios and misc.
+Added: organic & conventional vegetables 1.2 years 2 ( 5 years)
+Added: 31,833 131 1,734
+Added: 6,066 12 $ 64,348 $ 491 $ 3,571
(1) Includes approximately $ 38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
2 unchanged sentences
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.
−Removed: During the three and six months ended June 30, 2020, we recognized operating revenues of approximately $ 191,000 and $ 280,000 , respectively, and net income of approximately $ 125,000 and $ 196,000 , respectively, related to the above acquisitions.
+Added: (4) Lease provides for a participation rent component based on the gross crop revenues earned on the farm.
+Added: The rent figure above represents only the minimum cash guaranteed under the lease.
+Added: (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).
+Added: 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.
+Added: (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.
+Added: 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.
+Added: See “ Investments in Unconsolidated Entities ” below for further information on our aggregate ownership interest in this LLC.
+Added: During the three and nine months ended September 30, 2020, we recognized operating revenues of approximately $ 527,000 and $ 808,000 , respectively, and net income of approximately $ 253,000 and $ 448,000 , respectively, related to the above acquisitions.
Purchase Price Allocations
−Removed: The allocation of the aggregate purchase price for the farms acquired during each of the six months ended June 30, 2021 and 2020 is as follows (dollars in thousands):
+Added: The allocation of the aggregate purchase price for the farms acquired during each of the nine months ended September 30, 2021 and 2020 is as follows (dollars in thousands):
Assets (Liabilities) Acquired 2021 Acquisitions 2020 Acquisitions
7 unchanged sentences
Leasing costs 509 133
+Added: Above-market lease values (2)
Below-market lease values (1)
−Removed: Water Purchase Contract (2)
+Added: ( 1,321 ) ( 58 )
+Added: Investment in LLC (2)
+Added: Water purchase contracts (2)(3)
Total Purchase Price $ 146,100 $ 64,348
1 unchanged sentence
(2) Included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
−Removed: Represents only the value attributable to the water purchase contract acquired as part of the acquisition of Lerdo Highway and excludes approximately $ 1.2 million paid to execute the contract subsequent to acquisition.
+Added: (3) Represents only the value attributable to the water purchase contracts acquired as part of the acquisition of Lerdo Highway and excludes approximately $ 1.6 million paid to execute the contracts subsequent to acquisition.
Investments in Unconsolidated Entities
In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership in a related limited liability company (the “Fresno LLC”), the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring properties.
−Removed: As of June 30, 2021 , our aggregate ownership interest in the LLC was 50.0 %.
+Added: As of September 30, 2021, our aggregate ownership interest in the LLC was 50.0 %.
As our investment in the Fresno LLC is deemed to constitute “significant influence,” we have accounted for this investment under the equity method.
−Removed: We recorded (loss) income of approximately $( 11,000 ) and $( 24,000 ) during the three and six months ended June 30, 2021, respectively, and approximately $( 8,000 ) and $ 26,000 during the three and six months ended June 30, 2020, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the Fresno LLC.
−Removed: Our combined ownership interest in the Fresno LLC, which had an aggregate carrying value of approximately $ 1.1 million and $ 1.2 million, as of June 30, 2021 , and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
+Added: We recorded (loss) income of approximately $( 19,000 ) and $( 42,000 ) during the three and nine months ended September 30, 2021, respectively, and approximately $( 19,000 ) and $ 7,000 during the three and nine months ended September 30, 2020, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the Fresno LLC.
+Added: Our combined ownership interest in the Fresno LLC, which had an aggregate carrying value of approximately $ 1.1 million and $ 1.2 million, as of September 30, 2021, and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
Investments in Water Assets
−Removed: In connection with the acquisition of certain farmland located in Kern County, California, on June 4, 2021, we also acquired a contract to purchase 20,330 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, at a fixed price.
−Removed: The contract to purchase the banked water could not readily be net settled by means outside of the contract, and all rights and obligations associated with the purchase contract were transferred to us at acquisition of the related farmland.
+Added: In connection with the acquisition of certain farmland located in Kern County, California, we also acquired two contracts to purchase an aggregate of 25,330 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, at a fixed price.
+Added: The contracts to purchase the banked water could not readily be net settled by means outside of the contracts, and all rights and obligations associated with the purchase contracts were transferred to us at acquisition of the related farmland.
We were not required to purchase a specific amount, or any, of the 25,330 acre-feet of water.
−Removed: Upon acquisition, we recognized the contract at its relative fair value in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.”
−Removed: On June 25, 2021, we executed the contract to purchase all 20,330 acre-feet of banked water for an additional cost of approximately $ 1.2 million.
+Added: Upon acquisition, we recognized the contracts at their relative fair value in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.”
+Added: During the nine months ended September 30, 2021, we executed both contracts to purchase all 25,330 acre-feet of banked water for an aggregate additional cost of approximately $ 1.6 million.
The purchased banked water was recognized at cost, including any administrative fees necessary to transfer the water to our banked water account.
1 unchanged sentence
There is no amount of time by which we must use the water held by SWSD.
−Removed: As of June 30, 2021, the investment in banked water had a carrying value of approximately $ 14.8 million, which includes the subsequent cost to execute the contract, and is included within Other assets, net on our Condensed Consolidated Balance Sheet.
+Added: As of September 30, 2021, the investment in banked water had a carrying value of approximately $ 19.6 million, which includes the subsequent cost to execute the contract, and is included within Other assets, net on our Condensed Consolidated Balance Sheet.
Each quarter, we will review the investment in banked water for any indicators of impairment in accordance with ASC 360, “Property, Plant, and Equipment,” and perform an impairment analysis if there are any such indicators.
−Removed: As of June 30, 2021 , we concluded that there were no such indicators and that the water was not impaired.
+Added: As of September 30, 2021, we concluded that there were no such indicators and that the water was not impaired.
Portfolio Concentrations
−Removed: As of June 30, 2021 , our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.
−Removed: No individual tenant represented greater than 10.0% of the total lease revenue recorded during the six months ended June 30, 2021.
+Added: As of September 30, 2021, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.
+Added: No individual tenant represented greater than 10.0% of the total lease revenue recorded during the nine months ended September 30, 2021.
Geographic Risk
−Removed: Farms located in California and Florida accounted for approximately $ 20.6 million ( 62.6 %) and $ 6.7 million ( 20.5 %), respectively, of the total lease revenue recorded during the six months ended June 30, 2021.
+Added: Farms located in California and Florida accounted for approximately $ 33.7 million ( 64.1 %) and $ 10.2 million ( 19.4 %), respectively, of the total lease revenue recorded during the nine months ended September 30, 2021.
Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster (such as an earthquake, wildfire, or flood) occur or climate change impact the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations.
1 unchanged sentence
In addition, in light of the ongoing drought taking place in the western U.S., all of our farms in the region have independent (and, in most cases, multiple) sources of water, in addition to rainfall, and have not been materially impacted by the current drought conditions.
−Removed: No other single state accounted for more than 10.0% of our total lease revenue recorded during the six months ended June 30, 2021.
+Added: No other single state accounted for more than 10.0% of our total lease revenue recorded during the nine months ended September 30, 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.
−Removed: As of June 30, 2021 , and December 31, 2020, we concluded that none of our properties were impaired.
+Added: As of September 30, 2021, and December 31, 2020, we concluded that none of our properties were impaired.
There have been no impairments recognized on our real estate assets since our inception.
−Removed: Our borrowings as of June 30, 2021 , and December 31, 2020, are summarized below (dollars in thousands):
−Removed: Carrying Value as of As of June 30, 2021
−Removed: June 30, 2021 December 31, 2020 Stated Interest
+Added: Our borrowings as of September 30, 2021, and December 31, 2020, are summarized below (dollars in thousands):
+Added: Carrying Value as of As of September 30, 2021
+Added: September 30, 2021 December 31, 2020 Stated Interest
Maturity Dates
12 unchanged sentences
(1) Where applicable, stated interest rates are before interest patronage (as described below).
−Removed: As of June 30, 2021 , the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.0 billion.
−Removed: 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 3.73 % and 3.71 % for the three and six months ended June 30, 2021, respectively, as compared to 3.98 % for each of the three and six months ended June 30, 2020.
−Removed: In addition, 2020 interest patronage from our Farm Credit Notes Payable (as defined below) resulted in a 28.7 % reduction (approximately 135
−Removed: basis points) to the stated interest rates on such borrowings.
+Added: As of September 30, 2021, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.1 billion.
+Added: The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.74 % and 3.72 % for the three and nine months ended September 30, 2021, respectively, as compared to 4.03 % and 3.99 % for each of the three and nine months ended September 30, 2020.
+Added: 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.
−Removed: As of June 30, 2021 , we were in compliance with all covenants applicable to the above borrowings.
−Removed: New MetLife Facility
+Added: As of September 30, 2021, we were in compliance with all covenants applicable to the above borrowings.
+Added: MetLife Facility
As of December 31, 2019, our facility with Metropolitan Life Insurance Company (“MetLife”) consisted of a total of $ 200.0 million of term notes (the “Prior MetLife Term Notes”) and $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the Prior MetLife Term Notes, the “Prior MetLife Facility”).
1 unchanged sentence
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”).
−Removed: The following table summarizes the pertinent terms of the New MetLife Facility as of June 30, 2021 (dollars in thousands, except for footnotes):
+Added: The following table summarizes the pertinent terms of the New MetLife Facility as of September 30, 2021 (dollars in thousands, except for footnotes):
Issuance Aggregate
9 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).
−Removed: (3) Based on the properties that were pledged as collateral under the New MetLife Facility, as of June 30, 2021 , the maximum additional amount we could draw under the facility was approximately $ 24.2 million.
+Added: (3) Based on the properties that were pledged as collateral under the New MetLife Facility, as of September 30, 2021, the maximum additional amount we could draw under the facility was approximately $ 24.2 million.
(4) The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50 %, plus an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under each line of credit).
4 unchanged sentences
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.
−Removed: During the six months ended June 30, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):
+Added: During the nine months ended September 30, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):
Date of Issuance Amount Maturity Date Principal Amortization Stated
1 unchanged sentence
2/4/2021 $ 2,460 10/31/2028 25.0 years 3.13 % Fixed throughout term
−Removed: As of June 30, 2021 , we have approximately $ 92.1 million of bonds issued and outstanding under the Farmer Mac Facility.
+Added: As of September 30, 2021, we had approximately $ 84.8 million of bonds issued and outstanding under the Farmer Mac Facility.
Farm Credit Notes Payable
From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”).
−Removed: During the six months ended June 30, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):
+Added: During the nine months ended September 30, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):
Issuer Date of
6 unchanged sentences
Mid Atlantic Farm Credit, ACA 3/3/2021 960 6/1/2045 24.4 years 3.80 % Fixed through 1/31/2031 (variable thereafter)
+Added: GreenStone Farm Credit Services, FLCA 8/17/2021 7,980 8/1/2046 25.5 years 4.00 % Fixed through 7/31/2031 (variable thereafter)
+Added: Golden State Farm Credit, FLCA 9/28/2021 15,960 7/1/2051 30.0 years 3.75 % Fixed through 9/30/2031 (variable thereafter)
+Added: Golden State Farm Credit, FLCA 9/28/2021 6,840 7/1/2046 25.0 years 3.75 % Fixed through 9/30/2031 (variable thereafter)
(1) Stated rate is before interest patronage, as described below.
(2) Loan proceeds used to repay a previously-issued loan with an outstanding balance of approximately $ 1.4 million and a stated interest rate of 4.99 %.
−Removed: In addition, on June 30, 2021, we entered into two loan agreements with Golden State Farm Credit to provide for total future loan proceeds of $ 22.8 million on a delayed funding basis.
−Removed: Disbursement of these loans must occur by October 1, 2021, and once disbursed, the loans will bear interest at a fixed rate (before patronage) of 3.75 %, which will be fixed for ten years .
Interest Patronage
3 unchanged sentences
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).
−Removed: 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.
+Added: In total, we recorded approximately $ 2.5 million of 2020 interest patronage related to our Farm
+Added: Credit Notes Payable, which resulted in a 28.7 % reduction (approximately 135 basis points) to the interest rates on such borrowings.
Other Borrowings
−Removed: During the six months ended June 30, 2021, we entered into loan agreements with certain other lenders, the terms of which are summarized in the following table (dollars in thousands):
+Added: During the nine months ended September 30, 2021, we entered into loan agreements with certain other lenders, the terms of which are summarized in the following table (dollars in thousands):
Lender Date of Issuance Amount Maturity Date Principal Amortization Stated Interest Rate Interest Rate Terms
6 unchanged sentences
Debt Service – Aggregate Maturities
−Removed: Scheduled principal payments of our aggregate notes and bonds payable as of June 30, 2021 , for the succeeding years are as follows (dollars in thousands):
+Added: Scheduled principal payments of our aggregate notes and bonds payable as of September 30, 2021, for the succeeding years are as follows (dollars in thousands):
Period Scheduled Principal Payments
−Removed: For the remaining six months ending December 31:
−Removed: 2021 $ 14,703
+Added: For the remaining three months ending December 31:
For the fiscal years ending December 31:
1 unchanged sentence
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.
−Removed: ASC 820-10 establishes a three-level hierarchy for fair value measurements based upon the
−Removed: transparency of inputs to the valuation of an asset or liability as of the measurement date.
+Added: 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:
3 unchanged sentences
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.
−Removed: As of June 30, 2021 , the aggregate fair value of our long-term notes and bonds payable was approximately $ 628.6 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 630.9 million.
+Added: As of September 30, 2021, the aggregate fair value of our long-term notes and bonds payable was approximately $ 644.7 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 649.5 million.
The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms.
−Removed: Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of June 30, 2021 , is deemed to approximate their aggregate carrying value of $ 0.1 million.
+Added: Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of September 30, 2021, is deemed to approximate their aggregate carrying value of $ 0.1 million.
Interest Rate Swap Agreements
In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings.
−Removed: In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates.
+Added: In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating
We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Condensed Consolidated Balance Sheets.
Generally, in the absence of observable market data, we will estimate the fair value of our interest rate swaps using estimates of certain data points, including estimated remaining life, counterparty credit risk, current market yield, and interest rate spreads of similar securities as of the measurement date.
−Removed: As of June 30, 2021 , our interest rate swaps were valued using Level 2 inputs.
+Added: As of September 30, 2021, our interest rate swaps were valued using Level 2 inputs.
In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets.
We record changes in fair value on a quarterly basis, using current market valuations at quarter end.
−Removed: The following table summarizes our interest rate swap agreements as of June 30, 2021 , and December 31, 2020 (dollars in thousands):
+Added: The following table summarizes our interest rate swap agreements as of September 30, 2021, and December 31, 2020 (dollars in thousands):
Period Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability
−Removed: As of June 30, 2021 $ 61,632 $ — $ ( 1,344 )
+Added: As of September 30, 2021 $ 61,632 $ — $ ( 987 )
As of December 31, 2020 14,077 — ( 1,500 )
−Removed: The following table summarizes certain balance sheet information regarding our derivative instruments as of June 30, 2021 , and December 31, 2020 (dollars in thousands):
+Added: The following table summarizes certain balance sheet information regarding our derivative instruments as of September 30, 2021, and December 31, 2020 (dollars in thousands):
Derivative Asset (Liability) Fair Value
−Removed: Derivative Type Balance Sheet Location June 30, 2021 December 31, 2020
+Added: Derivative Type Balance Sheet Location September 30, 2021 December 31, 2020
Derivatives Designated as Hedging Instruments:
−Removed: Interest rate swaps Other assets, net $ — $ —
Interest rate swaps Other liabilities, net $ ( 987 ) $ ( 1,500 )
Total, net $ ( 987 ) $ ( 1,500 )
−Removed: The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and six months ended June 30, 2021 and 2020 (dollars in thousands):
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
21 unchanged sentences
In addition, the related dividend payments are treated similarly to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
−Removed: As of June 30, 2021 , the fair value of our Series D Term Preferred Stock was approximately $ 62.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.
−Removed: The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on June 30, 2021 , of $ 26.03 .
−Removed: For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three and six months ended June 30, 2021, see Note 8, “ Equity—Distributions .”
+Added: As of September 30, 2021, the fair value of our Series D Term Preferred Stock was approximately $ 62.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.
+Added: The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on September 30, 2021, of $ 26.03 .
+Added: For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three and nine months ended September 30, 2021, see Note 8, “ Equity—Distributions .”
RELATED-PARTY TRANSACTIONS
3 unchanged sentences
In addition, two of our executive officers, Mr.
−Removed: Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael
−Removed: LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.
−Removed: We have entered into an investment advisory agreement with our Adviser (as amended from time to time, the “Advisory Agreement”) and an administration agreement with our Administrator (the “Administration Agreement”).
−Removed: The Advisory Agreement and the Administration Agreement were both approved unanimously by our board of directors, including our independent directors.
−Removed: A summary of the compensation terms for the Advisory Agreement and a summary of the Administration Agreement is below.
−Removed: Advisory Agreement
−Removed: 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.
+Added: Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.
+Added: We have entered into an investment advisory agreement with our Adviser and an administration agreement with our Administrator (the “Administration Agreement”).
+Added: The advisory agreement with our Adviser that was in effect through June 30, 2021 (the “Prior Advisory Agreement”), was amended and restated effective July 1, 2021 (as amended, the “Current Advisory Agreement,” and together with the Prior Advisory Agreement, the “Advisory Agreements”).
+Added: Each of the Advisory Agreements and the Administration Agreement were approved unanimously by our board of directors, including our independent directors.
+Added: A summary of the compensation terms for each of the Advisory Agreements and a summary of the Administration Agreement is below.
+Added: Advisory Agreements
+Added: Pursuant to each of the Prior Advisory Agreement (which was in effect from January 1, 2020, through June 30, 2021) and the Current Advisory Agreement (which has been in effect since July 1, 2021), our Adviser is compensated in the form of a base management fee, an incentive fee, a capital gains fee, and a termination fee.
Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs.
1 unchanged sentence
Base Management Fee
−Removed: Pursuant to the Advisory Agreement, a base management fee is paid quarterly and, from January 1, 2020, through June 30, 2021, was calculated at an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.
−Removed: See Note 11, “ Subsequent Events—Amended Advisory Agreement ,” for a discussion of an amendment to the Advisory Agreement, which revised the base management fee to 0.60 % ( 0.15 % per quarter) of the prior calendar quarter’s Gross Tangible Real Estate, beginning with the three months ending September 30, 2021.
+Added: Pursuant to the Prior Advisory Agreement, a base management fee was paid quarterly and was calculated at an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible
+Added: 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.
+Added: Pursuant to the Current Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.60 % ( 0.15 % per quarter) of the prior calendar quarter’s Gross Tangible Real Estate.
Incentive Fee
−Removed: 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.
+Added: Pursuant to each of the Advisory Agreements, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75 % ( 7.0 % annualized) of the prior calendar quarter’s Total Adjusted Common Equity.
For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends declared on preferred stock securities that were not treated as a liability for GAAP purposes.
25 unchanged sentences
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.
−Removed: We paid total financing fees to Gladstone Securities of approximately $ 35,000 and $ 52,000 , during the three and six months ended June 30, 2021, respectively, and approximately $ 28,000 during each of the three and six months ended June 30, 2020.
−Removed: Through June 30, 2021 , the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.
+Added: We paid total financing fees to Gladstone Securities of approximately $ 12,000 and $ 64,000 , during the three and nine months ended September 30, 2021, respectively, and approximately $ 7,000 and $ 30,000 during each of the three and nine months ended September 30, 2020.
+Added: Through September 30, 2021, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.
Dealer-Manager Agreement
6 unchanged sentences
The terms of the Dealer-Manager Agreement were approved by our board of directors, including its independent directors.
−Removed: In connection with sales of the Series C Preferred Stock, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 808,000 and $ 2.0 million during the three and six months ended June 30, 2021, respectively, and approximately $ 286,000 during each of the three and six months ended June 30, 2020.
+Added: In connection with sales of the Series C Preferred Stock, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 1.2 million and $ 3.2 million during the three and nine months ended September 30, 2021, respectively, and approximately $ 598,000 and $ 885,000 during each of the three and nine months ended September 30, 2020.
The majority of these amounts were then remitted by Gladstone Securities to unrelated third parties involved in the respective offerings, including participating broker-dealers and wholesalers.
2 unchanged sentences
The following table summarizes related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands):
−Removed: For the Three Months Ended June 30, For the Six Months Ended June 30,
+Added: For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
17 unchanged sentences
Related-Party Fees Due
−Removed: Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of June 30, 2021 , and December 31, 2020, were as follows (dollars in thousands):
−Removed: June 30, 2021 December 31, 2020
+Added: Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2021, and December 31, 2020, were as follows (dollars in thousands):
+Added: September 30, 2021 December 31, 2020
Base management fee $ 1,748 $ 1,130
19 unchanged sentences
or Accrued as of
−Removed: June 30, 2021
−Removed: Hillsborough, FL 55 $ 2,250 (2)
−Removed: Q3 2021 $ 1,201
+Added: September 30, 2021
Tulare, CA 160 $ 700 (2)
−Removed: Wicomico & Caroline, MD, and Sussex, DE 833 115 Q3 2021 36
−Removed: Napa, CA 270 1,548 (2)
+Added: Wicomico & Caroline, MD, and Sussex, DE 833 115
+Added: Hillsborough, FL 110 400 (2)
Santa Barbara, CA 271 4,000 (2)
Q3 2022 2,427
+Added: Lucie, FL 549 230 Q3 2022 40
+Added: Hillsborough, FL 55 2,250 (2)
+Added: Napa, CA 270 1,548 (2)
Columbia, OR 157 1,800 (2)
5 unchanged sentences
We are obligated as lessee under three ground leases.
−Removed: Future minimum lease payments due under the remaining non-cancelable terms of these leases as of June 30, 2021 , is as follows (dollars in thousands):
+Added: Future minimum lease payments due under the remaining non-cancelable terms of these leases as of September 30, 2021, is as follows (dollars in thousands):
Period Future Lease Payments (1)
−Removed: For the remaining six months ending December 31:
+Added: For the remaining three months ending December 31:
For the fiscal years ending December 31:
5 unchanged sentences
The amounts shown above represent estimated amounts based on the lease rates currently in place.
−Removed: As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 22,000 and $ 36,000 during the three and six months ended June 30, 2021, respectively, and approximately $ 12,000 and $ 24,000 during the three and six months ended June 30, 2020, respectively.
+Added: As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 22,000 and $ 58,000 during the three and nine months ended September 30, 2021, respectively, and approximately $ 12,000 and $ 35,000 during the three and nine months ended September 30, 2020, respectively.
In the ordinary course of business, we may be involved in legal proceedings from time to time.
4 unchanged sentences
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.
−Removed: Through June 30, 2021 , we have issued a total of 2,029,593 shares of Series C Preferred Stock for gross proceeds of approximately $ 50.4 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 8,843,303 shares of common stock (excluding 288,303 shares of
−Removed: common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 154.2 million under the Registration Statement.
+Added: Through September 30, 2021, we have issued a total of 2,610,662 shares of Series C Preferred Stock for gross proceeds of approximately $ 64.8 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 10,409,228 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 191.2 million under the Registration Statement.
Equity Issuances
2 unchanged sentences
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.
−Removed: The following table provides information on equity sales that have occurred during the six months ended June 30, 2021 (dollars in thousands, except per-share amounts):
+Added: The following table provides information on sales of our Series C Preferred Stock during the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except per-share amounts):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
+Added: 2021 2020 2021 2020
Number of shares sold (1)
−Removed: Weighted-average Offering Price Per Share Gross Proceeds Net Proceeds (2)
578,426 289,494 1,517,446 420,196
+Added: Weighted-average offering price per share $ 24.85 $ 24.82 $ 24.84 $ 24.86
+Added: Gross proceeds $ 14,372 $ 7,184 $ 37,687 $ 10,444
+Added: Net proceeds (2)
+Added: $ 13,159 $ 6,586 $ 34,522 $ 9,559
(1) Excludes shares issued pursuant to the DRIP.
−Removed: During the six months ended June 30, 2021, we issued approximately 2,001 shares of the Series C Preferred Stock pursuant to the DRIP.
−Removed: (2) Net of Selling Commissions and Dealer-Manager Fees.
−Removed: As of June 30, 2021 , excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 408,000 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.
+Added: During the three and nine months ended September 30, 2021, we issued approximately 2,642 and 4,643 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP.
+Added: (2) Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
+Added: In addition, during the three and nine months ended September 30, 2021, 9,920 shares of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of $ 248,000 .
+Added: As of September 30, 2021, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 604,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.
See Note 6, “ Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement ,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series C Offering.
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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.
−Removed: See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to June 30, 2021 .
+Added: See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to September 30, 2021.
At-the-Market Program
1 unchanged sentence
On May 18, 2021, we entered into separate amendments to the existing equity distribution agreements to allow us to sell up to $ 160.0 million of additional shares of our common stock, expanding the aggregate offering price to up to $ 260.0 million.
−Removed: The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the six months ended June 30, 2021 (dollars in thousands, except per-share amounts):
−Removed: Number of Shares Sold Weighted-average Offering Price Per Share Gross Proceeds Net Proceeds (1)
+Added: The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except per-share amounts):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
−Removed: (1) Net of underwriting commissions and discounts.
−Removed: See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of sales of common stock completed under the ATM Program subsequent to June 30, 2021 .
+Added: Number of shares sold 1,565,925 526,016 5,824,970 979,945
+Added: Weighted-average offering price per share $ 23.66 $ 16.13 $ 21.19 $ 14.94
+Added: Gross proceeds $ 37,053 $ 8,483 $ 123,458 $ 14,638
+Added: Net proceeds (1)
+Added: $ 36,682 $ 8,398 $ 122,223 $ 14,491
+Added: (1) Net of underwriting commissions.
+Added: See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of sales of common stock completed under the ATM Program subsequent to September 30, 2021.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.
−Removed: As of June 30, 2021 , and December 31, 2020, we owned approximately 99.3 % and 100.0 %, respectively, of the outstanding OP Units.
−Removed: As of June 30, 2021 , and December 31, 2020, there were 204,778 and 0 OP Units held by non-controlling OP Unitholders, respectively.
+Added: As of September 30, 2021, and December 31, 2020, we owned approximately 99.4 % and 100.0 %, respectively, of the outstanding OP Units.
+Added: As of September 30, 2021, and December 31, 2020, there were 204,778 and 0 OP Units held by non-controlling OP Unitholders, respectively.
On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis.
1 unchanged sentence
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.
−Removed: Information regarding OP Units issued to noncontrolling OP Unitholders during the six months ended June 30, 2021, is provided in the following table (dollars in thousands, except per-unit amounts):
−Removed: Number of OP Units Issued Weighted Average
−Removed: Issuance Price per OP Unit Aggregate Value (1)
−Removed: 204,778 $ 19.42 $ 3,977
−Removed: (1) Based on the closing stock price of the Company’s common stock on the date of issuance.
−Removed: No OP Units were tendered for redemption during the six months ended June 30, 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.
When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.
+Added: During the nine months ended September 30, 2021, we issued 204,778 OP Units to noncontrolling OP Unitholders representing an aggregate value of approximately $ 4.0 million, or $ 19.42 per OP Unit.
+Added: During the three and nine months ended September 30, 2020, we issued 144,151 and 288,303 shares of common stock, respectively, to satisfy the request of OP Units that were tendered for optional redemption.
The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
Distributions
−Removed: The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and six months ended June 30, 2021 and 2020 are reflected in the table below.
−Removed: Three months ended June 30, Six months ended June 30,
+Added: The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and nine months ended September 30, 2021 and 2020 are reflected in the table below.
+Added: Three months ended September 30, Nine months ended September 30,
Issuance 2021 2020 2021 2020
12 unchanged sentences
LEASE REVENUES
−Removed: The following table sets forth the components of our lease revenues for the three and six months ended June 30, 2021 and 2020 (dollars in thousands, except for footnotes):
−Removed: Three months ended June 30, Six months ended June 30,
+Added: The following table sets forth the components of our lease revenues for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except for footnotes):
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
8 unchanged sentences
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.
−Removed: During the three and six months ended June 30, 2021, we recorded participation rents of approximately $ 19,000 and $ 45,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 38,000 and $ 66,000 , respectively.
−Removed: During the three and six months ended June 30, 2020, we recorded participation rents of approximately $ 44,000 and $ 74,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 244,000 and $ 422,000 , respectively.
−Removed: In addition, during the six months ended June 30, 2020, we received a lease termination payment of approximately $ 3.0 million.
+Added: During the three and nine months ended September 30, 2021, we recorded participation rents of approximately $ 1.8 million during each period and reimbursements of certain property operating expenses by tenants of approximately $ 0 and $ 66,000 , respectively.
+Added: 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.
+Added: In addition, during the nine months ended September 30, 2020, we received a lease termination payment of approximately $ 3.0 million.
(3) Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
EARNINGS PER SHARE OF COMMON STOCK
−Removed: The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2021 and 2020, computed using the weighted average number of shares outstanding during the respective periods.
+Added: The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2021 and 2020, computed using the weighted average number of shares outstanding during the respective periods.
Earnings figures are presented net of non-controlling interests in the earnings per share calculations.
The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted per-share calculation, as there would be no effect on the amounts since the non-controlling OP Unitholders’ share of earnings would also be added back to net income or loss.
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in thousands, except per-share amounts):
3 unchanged sentences
Loss per common share – basic and diluted $ ( 0.05 ) $ ( 0.04 ) $ ( 0.25 ) $ ( 0.09 )
−Removed: The weighted-average number of OP Units held by non-controlling OP Unitholders was 204,778 and 126,713 for the three and six months ended June 30, 2021, respectively, and 224,940 and 256,621 for the three and six months ended June 30, 2020, respectively.
+Added: The weighted-average number of OP Units held by non-controlling OP Unitholders was 204,778 and 153,021 for the three and nine months ended September 30, 2021, respectively, and 16,452 and 175,981 for the three and nine months ended September 30, 2020, respectively.
SUBSEQUENT EVENTS
+Added: Portfolio Activity
+Added: Acquisition Activity
+Added: Subsequent to September 30, 2021, we acquired two new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
+Added: Name Property
+Added: Location Acquisition
+Added: Farms Primary
+Added: Crop(s) / Use Lease
+Added: Options Total
+Added: Price Acquisition
+Added: Straight-line
+Added: Lerdo Highway (Phase III) (3)(4)
+Added: Kern, CA 10/8/2021 1,284 1 Conventional & organic almonds, conventional & organic pistachios, and banked water 10.1 years 3 ( 10 years)
+Added: $ 42,959 $ 77 $ 1,981
+Added: Raymond Road (4)
+Added: Madera, CA 10/21/2021 219 1 Almonds 10.0 years 1 ( 5 years)
+Added: 1,503 2 $ 46,259 $ 127 $ 2,164
+Added: (1) Acquisitions will be accounted for as asset acquisitions in accordance with ASC 360.
+Added: The figures above represent only costs paid or accrued for as of the date of this filing.
+Added: (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.
+Added: (3) As part of the acquisition of this property, we acquired a contract to purchase 19,670 acre-feet of water stored with SWSD, located in Kern County, California, at a fixed price.
+Added: We executed this contract on October 11, 2021, at an additional cost of approximately $ 1.2 million, which is included in the total purchase price for this property in the table above.
+Added: Rent is not currently being earned on the value attributable to the water.
+Added: (4) Lease provides for an annual participation rent component based on the gross crop revenues earned on the farm.
+Added: The rent figure above represents only the minimum cash guaranteed under the lease.
+Added: Financing Activity
+Added: Borrowing Activity
+Added: Future Borrowings
+Added: Subsequent to the quarter ended September 30, 2021, we entered into certain agreements to provide for future financings.
+Added: The terms of these agreements are summarized in the following table (dollars in thousands):
+Added: Issuer Expected Funding Period Amount Stated Interest Rate (1)
+Added: Interest Rate Terms
+Added: Rabo AgriFinance, LLC Q4 2021 $ 22,620 3.42 % Fixed throughout term (2)
+Added: Farmer Mac Q4 2021 1,290 3.32 % Fixed throughout term
+Added: American AgCredit TBD (3)
+Added: 2,990 3.00 % Variable, as determined by lender
+Added: (1) Where applicable, stated rate is before interest patronage, as described in Note 4 “ Borrowings—Farm Credit Notes Payable—Interest Patronage .”
+Added: (2) Pursuant to an interest rate swap agreement entered into with Rabo AgriFinance, LLC, the loan will bear interest at a fixed rate of 3.42 % through November 2030.
+Added: (3) A portion of this loan is tied to an ongoing development project and will not be fully available to us until the project is complete.
+Added: The completion of the development project and the receipt of these loan proceeds are both expected to occur by May 2023.
+Added: In connection with securing the above borrowings, Gladstone Securities, an affiliate of ours, earned total financing fees of approximately $ 43,000 .
Equity Activity
−Removed: The following table provides information on equity sales that have occurred subsequent to June 30, 2021 (dollars in thousands, except per-share amounts):
+Added: The following table provides information on equity sales that have occurred subsequent to September 30, 2021 (dollars in thousands, except per-share amounts):
Type of Issuance Number of
4 unchanged sentences
Common Stock – ATM Program 2,166,024 23.07 49,970 49,470
−Removed: (1) Net of Selling Commissions and Dealer-Manager Fees or underwriting commissions and discounts (in each case, as applicable).
+Added: (1) Net of Selling Commissions and Dealer-Manager Fees or underwriting discounts and commissions (in each case, as applicable).
(2) Excludes approximately 1,894 shares issued pursuant to the DRIP.
−Removed: Amended Advisory Agreement
−Removed: On July 13, 2021, we amended the Advisory Agreement (the “Amended Advisory Agreement”), which was approved unanimously by our board of directors, including, specifically, our independent directors.
−Removed: The Amended Advisory Agreement revised the base management fee from an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s Gross Tangible Real Estate to 0.60 % ( 0.15 % per quarter).
−Removed: The revised base management fee is effective beginning with the fee calculations for the quarter ending September 30, 2021.
−Removed: All other terms of the Amended Advisory Agreement remained the same.
Distributions
−Removed: On July 13, 2021, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:
+Added: On October 12, 2021, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:
Issuance Record Date Payment Date Distribution per Share
Series B Preferred Stock:
−Removed: July 23, 2021 July 30, 2021 $ 0.125
−Removed: August 23, 2021 August 31, 2021 0.125
−Removed: September 22, 2021 September 30, 2021 0.125
+Added: October 22, 2021 October 29, 2021 $ 0.125
+Added: November 19, 2021 November 30, 2021 0.125
+Added: December 23, 2021 December 31, 2021 0.125
Total Series B Preferred Stock Distributions:
Series C Preferred Stock:
−Removed: July 28, 2021 August 6, 2021 $ 0.125
−Removed: August 25, 2021 September 3, 2021 0.125
−Removed: September 29, 2021 October 6, 2021 0.125
+Added: October 28, 2021 November 5, 2021 $ 0.125
+Added: November 29, 2021 December 6, 2021 0.125
+Added: December 29, 2021 January 5, 2022 0.125
Total Series C Preferred Stock Distributions:
Series D Term Preferred Stock:
−Removed: July 23, 2021 July 30, 2021 $ 0.104167
−Removed: August 23, 2021 August 31, 2021 0.104167
−Removed: September 22, 2021 September 30, 2021 0.104167
+Added: October 22, 2021 October 29, 2021 $ 0.104167
+Added: November 19, 2021 November 30, 2021 0.104167
+Added: December 23, 2021 December 31, 2021 0.104167
Total Series D Term Preferred Stock Distributions:
Common Stock (1) :
−Removed: July 23, 2021 July 30, 2021 $ 0.0451
−Removed: August 23, 2021 August 31, 2021 0.0451
−Removed: September 22, 2021 September 30, 2021 0.0451
+Added: October 22, 2021 October 29, 2021 $ 0.0452
+Added: November 19, 2021 November 30, 2021 0.0452
+Added: December 23, 2021 December 31, 2021 0.0452
Total Common Stock Distributions:
1 unchanged sentence
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.