What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-02-22 compared with 2021-02-24 · 471 added, 513 removed, 928 unchanged (51% of the section changed)

2 unchanged sentences

Report of Management on Internal Controls over Financial Reporting

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets as of December 31, 202 1 and 20 20

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Gladstone Land Corporation

To the Board of Directors and Stockholders of Gladstone Land Corporation

Opinion on the Financial Statements

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We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

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As described in Notes 2 and 3 to the consolidated financial statements, during 2021 the Company completed 16 real estate acquisitions consisting of 27 farms for a total purchase price of $294 million, which consisted of $98 million of land.

Management allocates the purchase price of real estate to (i) the tangible assets acquired and liabilities assumed (typically consisting of land, buildings, improvements, horticulture, and long-term debt) and, if applicable, (ii) any identifiable intangible assets and liabilities (typically consisting of in-place lease values, lease origination costs, the values of above- and below-market leases, and tenant relationships), based in each case on their relative fair values.

Management allocates the purchase price of real estate to (i) the tangible assets acquired and liabilities assumed (typically consisting of land, buildings, improvements, permanent plantings, and long-term debt) and, if applicable, (ii) any identifiable intangible assets and liabilities (typically consisting of in-place lease values, lease origination costs, the values of above- and below-market leases, and tenant relationships), based in each case on their relative fair values.

Management’s estimates of fair value are made using methods such as a sales comparison approach, a cost approach, and either an income capitalization approach or discounted cash flow analysis.

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/s/ PricewaterhouseCoopers LLP

McLean, Virginia

Washington, DC

February 22, 2022

4 unchanged sentences

December 31, 2021 December 31, 2020

Investments in real estate, net $ 1,046,203 $ 792,081

Real estate, at cost $ 1,357,800 $ 1,095,439

accumulated depreciation ( 74,002 ) ( 49,236 )

Total real estate, net 1,283,798 1,046,203

Lease intangibles, net 4,456 3,732

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Notes and bonds payable, net 667,882 623,961

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 December 31, 2020 and 2019, net

28,594 28,359

Series A mandatorily-redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

0 shares authorized, issued, or outstanding as of December 31, 2021;

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

Series D mandatorily-redeemable 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 December 31, 2021;

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

Accounts payable and accrued expenses 10,874 9,081

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$ 25.00 per share liquidation preference;

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

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

25,989,942 shares authorized, 3,493,333 shares issued and outstanding as of December 31, 2021;

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

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

Common stock, $ 0.001 par value;

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Additional paid-in capital 668,275 440,470

Accumulated other comprehensive loss ( 1,500 ) ( 390 )

Distributions in excess of accumulated earnings ( 80,467 ) ( 55,213 )

Accumulated other comprehensive loss ( 1,036 ) ( 1,500 )

Total stockholders’ equity 586,815 383,790

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Total operating expenses 43,614 29,380

Credits to fees from Adviser — ( 1,543 )

Total operating expenses, net of credits to fees 29,380 21,386

OTHER INCOME (EXPENSE):

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Interest expense ( 24,883 ) ( 20,621 )

Dividends declared on Series A cumulative term preferred stock ( 1,833 ) ( 1,833 )

Dividends declared on Series A and Series D mandatorily-redeemable preferred stock ( 3,068 ) ( 1,833 )

Loss on dispositions of real estate assets, net ( 2,537 ) ( 2,180 )

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NET INCOME ATTRIBUTABLE TO THE COMPANY 3,495 4,926

Dividends declared on Series B cumulative redeemable preferred stock ( 8,837 ) ( 4,240 )

Other charges related to redemptions of Series B cumulative redeemable preferred stock ( 44 ) —

Dividends declared on Series C cumulative redeemable preferred stock ( 441 ) —

Dividends declared on Series B and Series C cumulative redeemable preferred stock ( 12,235 ) ( 9,278 )

Loss on extinguishment of Series B and Series C cumulative redeemable preferred stock ( 23 ) ( 44 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 8,763 ) $ ( 4,396 )

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Basic and diluted 30,357,268 22,258,121

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

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)

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

For the Years Ended December 31,

COMPREHENSIVE INCOME:

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Preferred Stock Common Stock Additional

Capital Accumulated

Comprehensive Loss Distributions

Earnings Total

Capital Distributions

Earnings Accumulated

Comprehensive Loss Total

Stockholders’

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

3,626,076 4 — — — — 80,738 — — 80,742 — 80,742

Redemptions of Series B Preferred Stock ( 29,335 ) — — — — — ( 637 ) ( 44 ) — ( 681 ) — ( 681 )

( 14,600 ) — — — — — ( 340 ) — — ( 340 ) — ( 340 )

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

— — — — — — — — — — 3,275 3,275

Issuance of Series C Preferred Stock, net — — 1,088,573 1 — — 24,715 — — 24,716 — 24,716

Redemptions of Series C Preferred Stock — — ( 138 ) — — — ( 3 ) — — ( 3 ) — ( 3 )

Redemptions of OP Units — — — — 288,304 — 4,383 — — 4,383 ( 4,383 ) —

— — — — 570,879 1 4,714 — — 4,715 ( 4,715 ) —

Issuance of common stock, net — — — — 4,994,057 5 71,267 — — 71,272 — 71,272

— — — — 2,474,439 2 27,695 — — 27,697 — 27,697

Net income — — — — — — — 4,926 — 4,926 29 4,955

Dividends—Series B Preferred Stock — — — — — — — — ( 4,240 ) ( 4,240 ) — ( 4,240 )

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 9,278 ) — ( 9,278 ) — ( 9,278 )

Distributions—OP units and common stock — — — — — — — ( 12,032 ) — ( 12,032 ) ( 69 ) ( 12,101 )

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Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 2,074 ) — — ( 2,074 ) 2,074 —

— — — — — — 910 — — 910 ( 910 ) —

Balance at December 31, 2020 5,956,065 $ 6 1,088,435 $ 1 26,219,019 $ 26 $ 440,470 $ ( 55,213 ) $ ( 1,500 ) $ 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 ) — — — — — ( 637 ) — ( 44 ) ( 681 ) — ( 681 )

Issuance of Series C Preferred Stock, net — — 2,414,818 2 — — 54,897 — — 54,899 — 54,899

Redemptions of Series C Preferred Stock — — ( 9,920 ) — — — ( 225 ) ( 23 ) — ( 248 ) — ( 248 )

Redemptions of OP Units — — — — 288,304 — 4,383 — — 4,383 ( 4,383 ) —

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

Issuance of common stock, net — — — — 7,990,994 8 171,487 — — 171,495 — 171,495

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— — — — — — — ( 16,491 ) — ( 16,491 ) ( 92 ) ( 16,583 )

Comprehensive loss attributable to the Company

Comprehensive income attributable to the Company

— — — — — — — — 464 464 — 464

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — 1,646 — — 1,646 ( 1,646 ) —

— — — — — — ( 2,074 ) — — ( 2,074 ) 2,074 —

Balance at December 31, 2021 5,956,065 $ 6 3,493,333 $ 3 34,210,013 $ 34 $ 668,275 $ ( 80,467 ) $ ( 1,036 ) $ 586,815 $ 2,251 $ 589,066

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(In thousands)

For the year ended December 31,

For the Years Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Amortization of deferred rent assets and liabilities, net ( 581 ) ( 215 )

Amortization of right-of-use assets from operating leases and operating lease liabilities, net 122 47

Loss from investments in unconsolidated entities 61 4

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Redemption of cumulative redeemable preferred stock (Series B and Series C) ( 248 ) ( 684 )

Borrowings from notes and bonds payable 156,053 155,659

Repayments of notes and bonds payable ( 13,413 ) ( 8,836 )

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

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

Borrowings from lines of credit — 22,300

Repayments of lines of credit — ( 22,300 )

Borrowings from notes and bonds payable 67,907 156,053

Repayments of notes and bonds payable ( 23,924 ) ( 13,413 )

Payments of financing fees ( 2,717 ) ( 1,172 )

Dividends paid on cumulative redeemable preferred stock (Series B and Series C) ( 12,679 ) ( 8,982 )

Distributions paid to non-controlling common interests in Operating Partnership ( 92 ) ( 68 )

Distributions paid on common stock ( 16,491 ) ( 12,033 )

Distributions paid to non-controlling interests in Operating Partnership ( 68 ) ( 129 )

Net cash provided by financing activities 270,114 243,429

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 4,470 ) ( 1,042 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,490 ( 4,470 )

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

7 unchanged sentences

$ 26,395 $ 22,501

NON-CASH OPERATING, INVESTING, AND FINANCING INFORMATION:

NON-CASH INVESTING, AND FINANCING INFORMATION:

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

Operating lease right-of-use assets included in Other assets, net — 178

Operating lease liabilities included in Other liabilities, net — 172

Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net 3,724 1,575

Loss on dispositions of real estate assets, net included in Accounts payable and accrued expenses and Due to related parties, net — 122

Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net 3 74

Financing fees included in Accounts payable and accrued expenses and Due to related parties, net 116 135

Lender holdback on loan issuance — 498

Unrealized loss related to interest rate hedging instrument ( 1,500 ) ( 390 )

Unrealized gain (loss) related to interest rate hedging instrument 1,036 ( 1,500 )

Dividends paid on Series C Preferred Stock via additional share issuances 185 6

(1) Includes distribution made on our Series A Term Preferred stock

(1) Includes distributions made on our Series D Term Preferred stock and Series A Term Preferred stock

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

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BUSINESS AND ORGANIZATION

Gladstone Land Corporation (the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011 , having been originally incorporated in California on June 14, 1997 .

Gladstone Land Corporation (“we,” “us,” or the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been originally incorporated in California on June 14, 1997.

We are primarily in the business of owning and leasing farmland.

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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 December 31, 2020 and 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 December 31, 2021 and 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 Partners, LLC (“Land Partners”), a Delaware limited liability company and a subsidiary of ours, was organized to engage in any lawful act or activity for which a limited liability company may be organized in Delaware.

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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 tax years ended December 31, 2021 and 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise.

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Our investments in real estate consist of farmland, improvements made to the farmland (consisting primarily of irrigation and drainage systems and buildings), and permanent plantings acquired in connection with certain land purchases (consisting primarily of almond and pistachio trees, blueberry bushes, and wine vineyards).

We record investments in real estate at cost and generally capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset.

We record investments in real estate at cost

and generally capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset.

We expense costs of routine repairs and maintenance as such costs are incurred.

We generally compute depreciation using the straight-line method over the shorter of the estimated useful life or 39 years for buildings and improvements, the shorter of the estimated useful life or 40 years for permanent plantings, 5 to 10 years for equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements.

Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that was already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition.

Most of our acquisitions, including those with a prior leasing history, are generally treated as asset acquisitions under Accounting Standards Codification (“ASC”) 360, “Property Plant and Equipment.”

Regardless of whether an acquisition is considered an asset acquisition under ASC 360 or a business combination under ASC 805, “Business Combinations,” both ASC 360 and ASC 805 require that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed (typically consisting of land, buildings, improvements, permanent plantings, and long-term debt) and, if applicable, (ii) any identifiable intangible assets and liabilities (typically consisting of in-place lease values, lease origination costs, the values of above- and below-market leases, and tenant relationships), based in each case on their fair values.

In addition, for acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs (other than legal costs incurred directly related to either originating new leases we execute upon acquisition or reviewing in-place leases we assumed upon acquisition) are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired or liabilities assumed.

Most of our acquisitions, including those with a prior leasing history, are generally treated as asset acquisitions under Accounting Standards Codification 805, “Business Combinations” (“ASC 805”).

ASC 805 requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed (typically consisting of land, buildings, improvements, permanent plantings, and long-term debt) and, if applicable, (ii) any identifiable intangible assets and liabilities (typically consisting of in-place lease values, lease origination costs, the values of above- and below-market leases, and tenant relationships), based in each case on their fair values.

In addition, all acquisition-related costs (other than legal costs incurred directly related to either originating new leases we execute upon acquisition or reviewing in-place leases we assumed upon acquisition) are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired or liabilities assumed.

ASC 805 required that all costs related to the acquisition be expensed as incurred, rather than capitalized into the cost of the acquisition.

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When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition.

Unless otherwise noted, all properties acquired during 2020 and 2019 were accounted for as asset acquisitions under ASC 360.

Impairment of Real Estate Assets

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

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

As of December 31, 2021 and 2020, we concluded that no ne of our properties were impaired.

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

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In the case of our lines of credit, the straight-line method is used due to the revolving nature of the financing instrument.

Upon early extinguishment of any borrowings, the

unamortized portion of the related deferred financing costs will be immediately charged to expense.

In addition, in accordance with ASC 470, “Debt,” when a financing arrangement is amended so that the only material change is an increase in the borrowing capacity, the unamortized deferred financing costs from the prior arrangement is amortized over the term of the new arrangement.

During the years ended December 31, 2020 and 2019, we recorded approximately $ 756 ,000 and $ 630 ,000, respectively, of total amortization expense related to debt issuance costs.

Upon early extinguishment of any borrowings, the unamortized portion of the related deferred financing costs will be immediately charged to expense.

During the years ended December 31, 2021 and 2020, we recorded approximately $ 1.2 million and $ 756 ,000, respectively, of total amortization expense related to debt issuance costs.

Deferred Offering Costs

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Other Assets and Other Liabilities

As of December 31, 2020 and 2019, the balance in Other assets, net also consists of approximately $ 1.4 million and $ 1.6 million, respectively, for the net depreciated cost of five industrial generators used to provide power for newly-drilled wells on certain of our farms until such wells were connected to a permanent power source, as well as a net ownership interest in an LLC valued at approximately $ 1.2 million and $ 587,000 , respectively, which interest was acquired in connection with certain property acquisitions during the years ended December 31, 2020 and 2019 (see “ —Investments in Unconsolidated Entities ” below and also Note 3, “ Real Estate and Lease Intangibles—Acquisitions ” for further discussion on the LLC ownership interests acquired).

Other liabilities, net generally consists primarily of rents received in advance, net deferred rent liabilities, and operating lease liabilities.

As of December 31, 2020 and 2019, the balance in Other liabilities, net also consists of a net liability of approximately $ 1.5 million and $ 390,000 , respectively, related to changes in fair values of various interest rate swap agreements we are party to.

Other assets, net generally consists primarily of net deferred rent assets, rents receivable, deferred offering costs, prepaid expenses, deferred financing costs associated with our lines of credit, operating lease right-of-use assets, deposits on potential real estate acquisitions, the carrying value of five industrial generators used to provide temporary power for newly-drilled wells on certain of our farms, investments in long-term water assets (see Note 3, “Real Estate and Lease Intangibles—Investments in Water Assets ,” for further discussion), and net ownership interests in special-purpose LLCs (see “ —Investments in Unconsolidated Entities ” below for further discussion).

Other liabilities, net generally consists primarily of rents received in advance, net deferred rent liabilities, operating lease liabilities, and the fair value of interest rate swaps if market interest rates are below the fixed rate of the respective swap (see Note 4, “Borrowings—Interest Rate Swap Agreements ,” for further discussion).

Investments in Unconsolidated Entities

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The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity.

As of each of December 31, 2020 and 2019, we concluded that we had one investment in a VIE, and because we are not the primary beneficiary, we did not consolidate the entity.

However, as our investment in the VIE is deemed to constitute “significant influence,” we have accounted for this investment in a VIE under the equity method of accounting in accordance with ASC 323, “ Investments—Equity Method and Joint Ventures .” We have recorded our investment at cost and will adjust the carrying amount of the investment to recognize our share of any earnings or losses of the investee.

Our investment in the unconsolidated entity is included within Other assets, net on the accompanying Condensed Balance Sheet, and our share of any earnings or losses of the unconsolidated entity will be reflected on the Consolidated Statements of Operations and Comprehensive Income.

During the years ended December 31, 2020 and 2019, we recorded a net loss of approximately $ 4,000 and net income of $ 0 , respectively, which represented our share of earnings or losses recognized by the unconsolidated entity during our respective periods of ownership.

Non-controlling Interests

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We are not currently recognizing any lease revenues on a cash basis.

Certain other leases provide for additional rental payments that are based on a percentage of the gross crop revenues earned on the farm, which we refer to as participation rents.

Certain other leases provide for additional rental payments that are

based on a percentage of the gross crop revenues earned on the farm, which we refer to as participation rents.

Such contingent revenue is 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.

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We do not record any tenant recovery revenue or property operating expenses associated with costs paid directly by our tenants for net-leased properties.

We record non-operating and unusual or infrequent income as Other income on our Consolidated Statements of Operations and Comprehensive Income.

Other income recorded for each of the years ended December 31, 2020 and 2019 was primarily from interest patronage received on certain of our long-term borrowings (see Note 4, “ Borrowings ,” for additional information on interest patronage recorded during each of the years ended December 31, 2020 and 2019).

In addition, during the year ended December 31, 2020, we recognized a commission rebate of $ 200,000 that was received in connection with a property acquired during the year.

During the year ended December 31, 2019, we recognized $ 170,000 of income related to a sale agreement for one of our farms that was terminated.

Payments received from the potential buyer of the farm were initially deferred and were then recognized as income upon termination of the agreement.

Involuntary Conversions and Property and Casualty Loss

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In general, however, 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 years ended December 31, 2020 and 2019, 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.

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For the years ended December 31, 2021 and 2020, we reconciled net income attributable to the Company to comprehensive income attributable to the Company on the accompanying Consolidated Statements of Operations and Comprehensive Income.

Prior to the year ended December 31, 2019, comprehensive income equaled net income;

therefore, a separate statement of comprehensive income was not included in the accompanying consolidated financial statements.

Segment Reporting

We manage our operations on an aggregated, single-segment basis for purposes of assessing performance and making operating decisions and, accordingly, have only one reporting and operating segment.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

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

Recently-Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued 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 will be 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 it 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 it 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).

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

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

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

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 provided 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 during the year ended December 31, 2020.

We have elected to not evaluate these lease amendments under the lease modification accounting framework.

This election did not have a material impact on our consolidated financial statements.

On July 19, 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-05, “Leases (Topic 842):

Lessors - Certain Leases With Variable Lease Payments,” to improve guidance for a lessor’s accounting for lease contracts that have variable lease payments not dependent on a reference index or a rate and that would have resulted in the recognition of a selling loss at commencement if classified as a sales-type or direct financing lease.

Leases that contain such variable lease payments are to be classified and accounted for as operating leases by the lessor if the lease would have been classified as a sales-type lease or a direct financing lease and the lessor would otherwise have recognized a day-one loss.

While earlier application is permitted, the amendments are effective for fiscal years beginning after December 15, 2021 and can be applied either retrospectively to leases that commenced or were modified on or subsequent to the adoption of Topic 842 or prospectively as of the date of adoption of ASU 2021-05.

The Company early adopted this ASU using the prospective method, however the implementation of this update did not have a material impact on our consolidated financial statements.

REAL ESTATE AND INTANGIBLE ASSETS

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Michigan 23 1,892 1,245 24,661 14,608

5 726 606 20,604 10,660

Texas 1 3,667 2,219 8,250 5,000

Maryland 6 987 863 7,970 4,584

Oregon 3 418 363 6,127 3,898

South Carolina 3 597 447 3,722 2,215

Georgia 2 230 175 2,874 —

North Carolina 2 310 295 2,204 1,172

New Jersey 3 116 101 2,181 1,290

Delaware 1 180 140 1,276 735

1 unchanged sentence

(1) Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization.

Specifically, includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net;

plus net above-market

lease values, lease incentives, and net investments in special-purpose LLCs included in Other assets, net;

Specifically, includes Total real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net;

plus long-term water assets, net above-market lease values, net lease incentives, and net investments in special-purpose LLCs included in Other assets, net;

and less net below-market lease values and other deferred revenue included in Other liabilities, net;

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

As of December 31, 2020, this investment had a net carrying value of approximately $ 1.2 million and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

(4) 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.

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

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

The ground sublease had a net cost basis of approximately $ 763,000 as of December 31, 2021 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheets).

(5) Includes 45,000 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California.

See “ —Investments in Water Assets ” below for additional information on this water.

(6) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 (which was extended to February 2032 subsequent to December 31, 2021) 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 $ 1.1 million as of December 31, 2021 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheets).

(7) Includes ownership in a special-purpose LLC that owns certain irrigation infrastructure that provides water to one of our farms.

As of December 31, 2021, this investment had a net carrying value of approximately $ 2.1 million and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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

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Other site improvements 12,509 10,132

Real estate, at gross cost 1,095,439 827,255

Real estate, at cost 1,357,800 1,095,439

Accumulated depreciation ( 74,002 ) ( 49,236 )

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Leasing costs 1,808 1,640

Tenant relationships 127 414

Lease intangibles, at gross cost 8,407 7,233

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Lease intangibles, net $ 4,456 $ 3,732

Total amortization expense related to these lease intangible assets, including amounts charged to amortization expense due to lease terminations, was approximately $ 1.7 million and $ 1.6 million for the years ended December 31, 2020 and 2019, respectively.

(1) Other consists primarily of tenant relationships.

Total amortization expense related to these lease intangible assets was approximately $ 1.3 million and $ 1.7 million for the years ended December 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 Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of December 31, 2021 and 2020 (dollars in thousands):

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$ ( 1,945 ) $ 328 $ ( 600 ) $ 182

(1) Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue on the accompanying Consolidated Statements of Operations and Comprehensive Income.

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

(1) Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

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

Total amortization related to above-market lease values and lease incentives was approximately $ 48,000 and $ 203,000 for the years ended December 31, 2021 and 2020, respectively.

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During the year ended December 31, 2021, we acquired 27 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

Location Acquisition

Farms Primary

Crop(s) / Use Lease

Options Total

Price Acquisition

Straight-line

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

$ 1,600 $ 56 $ 89

Eight Mile Road – Port Facility San Joaquin, CA 3/11/2021 5 — Cooling facility and storage 9.8 years 3 ( 5 years)

South Avenue Tehama, CA 4/5/2021 2,285 1 Olives for olive oil 14.7 years 1 ( 5 years)

37,800 149 2,555

Richards Avenue Atlantic, NJ 6/3/2021 116 3 Blueberries 14.9 years 2 ( 5 years)

Lerdo Highway (Phase I) (3)(4)

Kern, CA 6/4/2021 639 1 Conventional & organic almonds and banked water 10.4 years 3 ( 10 years)

26,492 111 974

Almena Drive Van Buren

& Eaton, MI 6/9/2021 930 8 Blueberries 14.7 years 2 ( 5 years)

13,300 51 785

Maricopa Highway Kern, CA 8/11/2021 277 1 Organic blueberries 14.9 years 3 ( 5 years)

30,000 63 2,262

Wallace Road Yamhill, OR 8/11/2021 143 1 Organic blueberries 10.1 years 3 ( 5 years)

12,320 39 768

West Orange St.

Lucie, FL 8/18/2021 617 2 Lemons and oranges 12.0 years None 5,241 184 367

Lerdo Highway (Phase II) (3)(5)

Kern, CA 8/20/2021 479 1 Conventional & organic almonds and banked water 10.2 years 3 ( 10 years)

14,772 53 735

Lerdo Highway (Phase III) (3)(6)

Kern, CA 10/8/2021 1,291 1 Conventional & organic almonds, conventional & organic pistachios, and banked water 10.1 years 3 10 years)

42,959 90 1,981

Raymond Road (3)

Madera, CA 10/21/2021 219 1 Almonds 10.0 years 1 ( 5 years)

Cogdell Highway Atkinson, GA 11/12/2021 230 2 Blueberries 14.8 years None 2,850 45 224

Chuckhole Lane (7)

Umatilla, OR 11/23/2021 165 1 Wine grapes 9.9 years 2 ( 10 years)

2,383 117 139

West Lerdo Highway (3)(8)

Kern, CA 12/3/2021 2,635 1 Pistachios 2.9 years None 88,000 97 4,395

Farm Road Charlotte, FL 12/16/2021 1,204 1 Sod, watermelons, and cattle 5.0 years 1 ( 5 years)

11,463 27 $ 294,494 $ 1,340 $ 16,163

(1) Includes approximately $ 78,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

(2) Unaudited;

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

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

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

(4) As part of the acquisition of this property, we acquired a contract to purchase 20,330 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price.

We executed this contract on June 25, 2021, at an additional cost of approximately $ 1.2 million, which is included in the total purchase price for this property in the table above.

Income is not currently being earned on the value attributable to the water.

See “— Investments in Water Assets ” below for additional information on this water.

(5) As part of the acquisition of this property, we acquired a contract to purchase 5,000 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price.

We executed this contract on August 23, 2021, at an additional cost of approximately $ 306,000 , which is included in the total purchase price for this property in the table above.

Income is not currently being earned on the value attributable to the water.

See “— Investments in Water Assets ” below for additional information on this water.

(6) As part of the acquisition of this property, we acquired a contract to purchase 19,670 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price.

We executed this contract on October 11, 2021, at an additional cost of approximately $ 1.2 million,

which is included in the total purchase price for this property in the table above.

Income is not currently being earned on the value attributable to the water.

See “— Investments in Water Assets ” below for additional information on this water.

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

Our acquired ownership, which equated to a 9.1 % interest in the LLC, was valued at approximately $ 2.1 million at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

See “— Investments in Unconsolidated Entities ” below for further information for our aggregate ownership interest in this and other LLCs.

(8) Lease provides for an initial term of 9.9 years but also includes an annual tenant termination option, effective as of the end of the lease year (as defined within the lease) following the exercise of such termination option.

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

During the year ended December 31, 2021, in the aggregate, we recognized operating revenues of approximately $ 6.4 million and net income of approximately $ 2.4 million related to the above acquisitions.

2020 Acquisitions

During the year ended December 31, 2020, we acquired 26 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).

Property Name Property

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31,833 131 1,734

West Lost Hills (4)(7)(8)

West Lost Hills Road (4)(7)(8)

Fresno, CA 10/1/2020 801 1 Pistachios 1.1 years 4 ( 3 years)

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61,500 112 3,886

Eight Mile Road (9)

San Joaquin, CA 12/24/2020 1,036 2 Conventional & organic blueberries 10.0 years 3 ( 5 years)

Eight Mile Road San Joaquin, CA 12/24/2020 1,036 2 Conventional & organic blueberries 10.0 years 3 ( 5 years)

34,300 57 2,234

Rock Road (9)

Whatcom, WA 12/24/2020 638 2 Blueberries 10.0 years 3 ( 5 years)

Rock Road Whatcom, WA 12/24/2020 638 2 Blueberries 10.0 years 3 ( 5 years)

31,700 105 1,885

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

(9) These two properties were acquired as part of a single transaction.

In addition, in connection with the acquisition of these properties, we committed to provide up to $ 3.0 million as additional compensation for a cold storage facility subject to a ground lease, contingent upon the approval by local municipal entity.

We are currently unable to estimate when or if this approval will be obtained.

During the year ended December 31, 2020, in the aggregate, we recognized operating revenues of approximately $ 2.5 million and net income of approximately $ 984,000 related to the above acquisitions.

2019 Acquisitions

During the year ended December 31, 2019, we acquired 26 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).

Name Property

Location Acquisition

Farms Primary

Crop(s) / Use Lease

Options Total

Price Acquisition

Straight-line

Somerset Road Lincoln, NE 1/22/2019 695 1 Popcorn & edible beans 4.9 years 1 ( 5 years)

$ 2,400 $ 33 $ 126

Greenhills Boulevard (3)

Madera, CA 4/9/2019 928 1 Pistachios 10.6 years 2 ( 5 years)

28,550 141 1,721

Van Buren Trail Van Buren, MI 5/29/2019 159 2 Blueberries & cranberries 10.6 years 2 ( 5 years)

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

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

San Juan Grade Road (4)

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

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

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

Las Posas Road (7)

Ventura, CA 8/28/2019 413 3 Sod & vegetables 3.3 years 1 ( 2 years)

21,320 111 1,283

Withers Road (8)

Napa, CA 8/29/2019 366 1 Wine grapes 10.3 years 2 ( 10 years)

32,000 84 2,256

Highway 17 (9)

Hayes, NE 10/7/2019 2,561 3 Corn, soybeans, & edible beans 0.2 years None 9,690 44 489

Indian Highway (10)

Hayes & Hitchcock, NE 10/7/2019 1,289 2 Corn, soybeans, & edible beans 0.3 years None 5,000 36 788

Sutter Avenue

(Phase II) (3)(6)

Fresno, CA 11/1/2019 1,099 1 Pistachios 8.0 years 2 ( 5 years)

37,000 73 2,365

13,330 26 $ 252,722 $ 1,376 $ 16,682

(1) Includes approximately $ 76,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

(2) Unaudited;

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

(3) Leases provide for an annual participation rent component based on the gross crop revenues earned on the respective farms.

The rent figures above represent only the minimum cash guaranteed under the respective leases.

(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 (which occurred in two phases), 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.

On August 16, 2019, we acquired an 11.75 % ownership interest in the LLC that was valued at approximately $ 280,000 at the time of acquisition, and on November 1, 2019, we acquired an additional 13.25 % interest in the LLC that was valued at approximately $ 307,000 at the time of acquisition.

Our acquired ownership in the LLC is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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

(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.

(9) In connection with the acquisition of this property, we executed a 10 -year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the three -month lease executed on the date of acquisition.

The follow-on lease provides for minimum annualized straight-line rents of approximately $ 630,000 , plus a participation rent component based on the gross revenues earned on the farm.

The farm is expected to be converted to organic farmland by the second half of 2021.

In addition, the incoming tenant intends to construct a building on a portion of the property to act as its headquarters, and pursuant to the follow-on lease, we are obligated to purchase the building from the tenant at a price approximately equal to the total construction cost.

Construction of this building has not yet begun, and we are unable to estimate the total cost of the building at this time.

As stipulated in the follow-on lease, we will earn additional rent on the total construction cost of the building as disbursements are made by us

(10) In connection with this acquisition, we executed a four -month leaseback agreement with the seller that provides for a fixed rental payment of $ 250,000 .

In addition, we also executed a 10 -year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the four -month leaseback agreement.

The follow-on lease provides for minimum annualized straight-line rents of approximately $ 372,000 , plus a participation rent component based on the gross revenues earned on the farm.

In addition, the farm is expected to be converted to organic farmland by the second half of 2021.

During the year ended December 31, 2019, in the aggregate, we recognized operating revenues of approximately $ 6.8 million and net income of approximately $ 2.4 million related to the above acquisitions.

Purchase Price Allocations

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Other site improvements 984 2,699

In-Place Leases 395 560

Leasehold interest—land 790 —

In-place lease values 688 395

Leasing costs 511 250

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Investment in LLC (1)

Water purchase contracts (1)(3)

Total Purchase Price $ 291,737 255,991

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

(3) Represents only the value attributable to the water purchase contracts acquired as part of the acquisition of Lerdo Highway and excludes approximately $ 2.8 million paid to execute the contracts subsequent to the acquisition.

Acquired Intangibles and Liabilities

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Intangible Assets and Liabilities 2021 2020

Leasehold interest – land 20.8 0

In-place lease values 13.9 4.6

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All intangible assets and liabilities 13.8 5.9

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.

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 December 31, 2020, 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 year ended December 31, 2020, we recorded a loss of approximately $ 4,000 (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as Income from investments in unconsolidated entities), which represented our pro-rata share of the loss 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 $ 1.2 million and $ 587,000 as of December 31, 2020 and 2019, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

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

As of December 31, 2021, our aggregate ownership interest in the Fresno 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.

In the connection with the acquisition of certain farmland located in Umatilla County, Oregon, we also acquired an ownership in a related limited liability company (the “Umatilla LLC”), the sole purpose of which is to own and maintain an irrigation system providing water to our and other neighboring properties.

As of December 31, 2021, our aggregate ownership interest in

the Umatilla LLC was 9.1 %.

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

During the years ended December 31, 2021 and 2020, we recorded an aggregate loss of approximately $ 61,000 and $ 4,000 , respectively (included in Loss from investments in unconsolidated entities on our Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC.

Our combined ownership interest in the Fresno LLC and the Umatilla LLC, which had an aggregate carrying value of approximately $ 3.1 million and $ 1.2 million as of December 31, 2021 and 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

Investments in Water Assets

In connection with the acquisition of certain farmland located in Kern County, California, we also acquired three contracts to purchase an aggregate of 45,000 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, at a fixed price.

The contracts to purchase the banked water could not readily be net settled by means outside of the contracts, and all rights and obligations associated with the purchase contracts were transferred to us at acquisition of the related farmland.

We were not required to purchase a specific amount, or any, of the 45,000 acre-feet of water.

Upon acquisition, we recognized the contracts at their relative fair value in accordance with ASC 805.

During the year ended December 31, 2021, we executed all three contracts to purchase all 45,000 acre-feet of banked water for an aggregate additional cost of approximately $ 2.8 million.

The purchased banked water was recognized at cost, including any administrative fees necessary to transfer the water to our banked water account.

While we may, in the future, sell the banked water to an unrelated third party for a profit, our current intent is to hold the water for the long-term for future use on our own farms.

There is no amount of time by which we must use the water held by SWSD.

As of December 31, 2021, the investment in banked water had a carrying value of approximately $ 34.0 million, which includes the subsequent cost to execute the contract, and is included within Other assets, net on our Consolidated Balance Sheets.

Each quarter, we will review the investment in banked water for any indicators of impairment in accordance with ASC 360, “Property, Plant, and Equipment,” and perform an impairment analysis if there are any such indicators.

As of December 31, 2021, we concluded that there were no such indicators and that the water was not impaired.

Future Minimum Lease Payments

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however, these renewal options are generally based on then-current market rental rates and are therefore typically excluded from the determination of the minimum lease term.

Our leases do not generally include tenant termination options.

The majority of our leases do not generally include tenant termination options.

The following tables summarize the future lease payments to be received under noncancellable leases as of December 31, 2021 (dollars in thousands):

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Portfolio Concentrations

As of December 31, 2020, our farms were leased to 81 different, unrelated third-party tenants, with certain tenants leasing more than one farm.

As of December 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 year ended December 31, 2021.

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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.

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

In addition, in light of the ongoing drought taking place in the western U.S., all of our farms in the region have independent (and, in most cases, multiple) sources of water, in addition to rainfall, and have not been materially impacted by the current drought conditions.

No other single state accounted for more than 10.0% of the total rental revenue recorded during the year ended December 31, 2021.

We generally borrow at a rate of 60 % of the value of the underlying agricultural real estate, and, except as noted below, the amounts borrowed are not generally guaranteed by the Company.

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

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2/14/2022–7/1/2051;

December 2031

Variable-rate notes payable (2)

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1/12/2022–12/30/2030;

November 2024

Total notes and bonds payable 671,573 627,590

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

(2) Notes were fixed subsequent to December 31, 2020;

see Note 11, “ Subsequent Events .”

(2) Notes were fixed subsequent to the respective fiscal year ends.

As of December 31, 2021, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.2 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 3.95 % for each of the years ended December 31, 2020 and 2019.

In addition, 2019 interest patronage from our Farm Credit Notes Payable (as defined below), which we received and 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.

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 3.72 % and 3.95 % for the years ended December 31, 2021 and 2020, respectively.

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 Payables—Interest Patronage” for further discussion on interest patronage.

We generally borrow at a rate of 60 % of the value of the underlying agricultural real estate, and, except as noted herein, the amounts borrowed are not generally guaranteed by the Company.

Our loan agreements generally contain various affirmative and negative covenants, including with respect to liens, indebtedness, mergers, and asset sales, and customary events of default.

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The draw period for the Prior MetLife Term Notes expired on December 31, 2019, with approximately $ 21.5 million being left undrawn, and MetLife had no obligation to disburse the remaining funds under those notes.

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

The following table summarizes the pertinent terms of the New MetLife Facility as of December 31, 2020 (dollars in thousands, except for footnotes):

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 “2020 MetLife Term Note”) and the MetLife Lines of Credit (collectively, the “2020 MetLife Facility”).

The following table summarizes the pertinent terms of the 2020 MetLife Facility as of December 31, 2021 (dollars in thousands, except for footnotes):

Issuance Aggregate

2 unchanged sentences

Outstanding Interest Rate Terms Undrawn

New MetLife Term Note $ 75,000 (1)

1/5/2030 $ 36,900 2.75 % (2)

2020 MetLife Term Note $ 75,000 (1)

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 %

Total principal outstanding $ 37,000

(1) If the aggregate commitment under the New MetLife Term Note is not fully utilized by December 31, 2022, MetLife has the option to be relieved of its obligation to disburse the additional funds under the New MetLife Term Note.

(2) Interest rates on future disbursements under the New MetLife Term Note will be based on prevailing market rates at the time of such disbursements.

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

(1) If the aggregate commitment under the 2020 MetLife Term Note is not fully utilized by December 31, 2022, MetLife has no obligation to disburse the additional funds under the 2020 MetLife Term Note.

(2) Interest rates on future disbursements under the 2020 MetLife Term Note will be based on prevailing market rates at the time of such disbursements.

In addition, through December 31, 2022, the 2020 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 2020 MetLife Term Note).

(3) Based on the properties that were pledged as collateral under the 2020 MetLife Facility, as of December 31, 2021, the maximum additional amount we could draw under the facility was approximately $ 58.4 million.

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Amounts owed to MetLife under the agreement are guaranteed by us and each subsidiary of ours that owns a property pledged as collateral pursuant to the loan documents.

See Note 11, “ Subsequent Events—Financing Activity—MetLife Facility ,” for discussion on an amendment to the 2020 MetLife Facility executed subsequent to December 31, 2021.

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 Prior 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 “2020 Farmer Mac Facility”).

In addition, the Amended and Restated Bond Purchase Agreement extended the date up to which we can issue new bonds to May 31, 2023, and the final maturity date for bonds issued under the 2020 Farmer Mac Facility to December 31, 2030.

The Amended and Restated Bond Purchase Agreement also included certain adjustments to the Fixed Charge Coverage Ratio definition and the Fixed Charge Ratio Covenant.

All other terms of the Bond Purchase Agreement remained the same.

During the year ended December 31, 2021, we issued two new bonds under the 2020 Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):

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

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

11/10/2021 1,290 12/30/2030 25.0 years 3.32 % Fixed throughout term

Pursuant to the Amended and Restated Bond Purchase Agreement, bonds issued by us to the Bond Purchaser will be secured by a security interest in loans originated by us (pursuant to a pledge and security agreement), which, in turn, will be collateralized by first liens on agricultural real estate owned by subsidiaries of ours.

The bonds issued generally have a maximum aggregate, effective loan-to-value ratio of 60 % of the underlying agricultural real estate, after giving effect to certain overcollateralization

As of December 31, 2021, we had approximately $ 96.4 million of bonds issued and outstanding under the 2020 Farmer Mac Facility.

Farm Credit Notes Payable

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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)

12/10/2020 2,160 11/1/2045 24.5 years 3.70 % Fixed through January 31, 2031 (variable thereafter)

1/28/2021 $ 2,073 11/1/2045 24.5 years 3.23 % Fixed through 12/31/2027 (variable thereafter)

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

GreenStone Farm Credit Services, FLCA 8/17/2021 7,980 8/1/2046 25.5 years 4.00 % Fixed through 7/31/2031 (variable thereafter)

Golden State Farm Credit, FLCA 9/28/2021 15,960 7/1/2051 30.0 years 3.75 % Fixed through 9/30/2031 (variable thereafter)

Golden State Farm Credit, FLCA 9/28/2021 6,840 7/1/2046 25.0 years 3.75 % Fixed through 9/30/2031 (variable thereafter)

Farm Credit Florida, ACA 12/13/2021 3,174 1/1/2047 25.0 years 4.13 % Fixed through 12/31/2031 (variable thereafter)

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

(2) Loan was fixed subsequent to December 31, 2020;

see Note 11, “ Subsequent Events—Financing Activity—Borrowing Activity—Fixed Rate Conversions .”

(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 %.

Certain amounts owed under the Farm Credit Notes Payable, limited to 12 months of principal and interest due under certain of the loans, are guaranteed by us pursuant to the respective loan documents.

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Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our 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 payments are made.

During the three months ended March 31, 2020, we recorded interest patronage of approximately $ 1.3 million related to interest accrued on loans from Farm Credit 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.

During the three months ended September 30, 2020, we also received approximately $ 306,000 of additional interest patronage related to our Farm Credit Notes Payable, as certain Farm Credit associations prepaid a portion of the 2020 interest patronage (which relates to interest accrued during 2020 but is typically received in 2021).

Farmer Mac Facility

In addition, the Amended and Restated Bond Purchase Agreement extended the date up to which we can issue new bonds to May 31, 2023 and

final maturity date for bonds issued under the Farmer Mac Facility to December 31, 2030.

The Amended and Restated Bond Purchase Agreement also included certain adjustments to the Fixed Charge Coverage Ratio definition and the Fixed Charge Ratio Covenant.

All other terms of the Bond Purchase Agreement remained the same.

During the year ended December 31, 2020, we amended and restated three bonds totaling approximately $ 22.0 million that were previously issued under the Prior Farmer Mac Facility and were originally scheduled to mature on December 11, 2019, and January 6, 2020, respectively.

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

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

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

(interest only) 2.66 % Fixed throughout term

12/11/2020 3,180 7/31/2023 None

(interest only) 2.13 % Fixed throughout term

12/11/2020 10,673 10/31/2028 None

(interest only) 3.25 % Fixed throughout term

No prepayment penalties were incurred in connection with these amendments, and all other material items of the amended and restated bonds remained unchanged.

Pursuant to the Bond Purchase Agreement, bonds issued by us to the Bond Purchaser will be secured by a security interest in loans originated by us (pursuant to a pledge and security agreement), which, in turn, will be collateralized by first liens on agricultural real estate owned by subsidiaries of ours.

The bonds issued generally have a maximum aggregate, effective loan-to-value ratio of 60 % of the underlying agricultural real estate, after giving effect to certain overcollateralization obligations.

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

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

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

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

Other Borrowings

During the year ended December 31, 2020, we entered into loan agreements with various other lenders, the terms of which are summarized in the following table (dollars in thousands):

During the year ended December 31, 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

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

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

PGIM Real Estate Finance, LLC 12/15/2020 12,450 7/1/2028 None

(interest only) 2.98 % Fixed throughout term

Rabo AgriFinance, LLC (1)

12/24/2020 37,170 12/1/2030 25.0 years 2.14 % 1-month LIBOR + 2.00 % (1)

3/11/2021 $ 3,780 12/1/2030 25.0 years 3.27 % Fixed throughout term

Rabo AgriFinance, LLC (1)

3/11/2021 630 12/1/2022 None

(interest only) 2.14 % 1-month LIBOR + 2.00 % (1)

(1) Subsequent to December 31, 2020 , we entered into fixed interest rate swap agreements for each of these loans.

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

(interest only) 2.44 % Fixed throughout term

Rabo AgriFinance, LLC (1)

11/10/2021 22,620 12/1/2030 25.0 years 3.42 % Fixed throughout term

(1) Loans were issued as variable-rate loans but were subsequently fixed through our entry into interest rate swap agreements with the lender (as counterparty).

Debt Service – Aggregate Maturities

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Thereafter 475,565

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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As of December 31, 2021, the aggregate fair value of our notes and bonds payable was approximately $ 663.8 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 671.6 million .

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

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 determined by 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 December 31, 2021, is deemed to approximate their aggregate carrying value of $ 100 ,000.

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

The following table presents the amount of loss recognized in comprehensive income within our consolidated financial statements for the years ended December 31, 2020 and 2019 (dollars in thousands):

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

For the Year Ended December 31, 2021 For the Year Ended December 31, 2020

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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.

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 were 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 had a mandatory redemption date of September 30, 2021, and were not convertible into our common stock or any other securities.

As of December 31, 2020, no shares of Series A Term Preferred Stock were 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 Consolidated Balance Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.

The Series A Term Preferred Stock is recorded as a liability on our accompanying 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.

On May 7, 2021, we filed Articles Supplementary reclassifying 850,000 shares of authorized but unissued Series A Term Preferred Stock as additional shares of common stock.

Series D Term Preferred Stock

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

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

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

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

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

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

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

The Series D Term Preferred Stock is recorded as a liability on our accompanying 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 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 December 31, 2020.

Subsequent to December 31, 2020, we issued a new series of mandatorily-redeemable preferred stock and redeemed all of our outstanding shares of Series A Term Preferred Stock (see Note 11, “ Subsequent Events ,” for more information on both events).

For information on the dividends declared by our Board of Directors and paid by us on the Series A Term Preferred Stock during the years ended December 31, 2020 and 2019, see Note 8, “ Equity—Distributions .”

As of December 31, 2021, the fair value of our Series D Term Preferred Stock was approximately $ 61.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.

The fair value of our Series D

Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on December 31, 2021, of $ 25.64 .

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

RELATED-PARTY TRANSACTIONS

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We have entered into an investment advisory agreement with our Adviser and an administration agreement with our Administrator (the “Administration Agreement”).

The advisory agreement with our Adviser that was in effect through 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.

The advisory agreement with our Advisor that was in effect through June 30, 2021 (the “Prior Advisory Agreement”), was amended and restated effective July 1, 2021 (as amended, the “Current Advisory Agreement,” and together with the Prior Advisory Agreement, the “Advisory Agreements”).

Each of the Advisory Agreements and the Administration Agreement were approved unanimously by our Board of Directors, including our independent directors.

Our Board of Directors reviews and considers renewing the agreement with our Adviser each July.

During its July 2020 meeting, our board of Directors reviewed and renewed each of the 2020 Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2021.

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

During its July 2021 meeting, our Board of Directors reviewed and renewed each of the Current Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2022.

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

Advisory Agreements

Pursuant to each of the Prior Advisory Agreement (which was in effect from 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.

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 and, each as applicable, an incentive fee, a capital gains fee, and a termination fee.

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

The 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 2.00 % ( 0.500 % 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, permanent plantings, 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 year ended December 31, 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 year ended December 31, 2020.

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

Pursuant to the Current Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.60 % ( 0.15 % per quarter) of the prior calendar quarter’s Gross Tangible Real Estate.

Incentive Fee

Pursuant to 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 the 2019 Advisory Agreement and the 2020 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 Common Equity.

For purposes of this calculation, 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.

Our Adviser would receive:

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

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

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

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 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 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 receives:

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

(ii) 100 % of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but 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).

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 agreement with our Adviser).

Pursuant to each of the Advisory Agreements, a capital gains-based incentive fee is calculated and payable in arrears at the end of each fiscal year (or upon termination of the agreement with our Adviser).

The capital gains fee shall equal:

(i) 15 % of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paid in prior periods.

(which includes the property’s original acquisition price plus any subsequent, non-reimbursed capital improvements).

For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property, minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property’s original acquisition price plus any subsequent, non-reimbursed capital improvements).

At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid.

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Gladstone Securities

On April 11, 2017, we entered into an agreement with Gladstone Securities for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the “Financing Arrangement Agreement”).

On April 11, 2017, we entered into an agreement with Gladstone Securities, LLC (“Gladstone Securities”), for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the “Financing Arrangement Agreement”).

Gladstone Securities is a privately-held broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation.

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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, serving as Chief Legal Officer, Secretary, and a member of its board of managers since 2010 and a managing principal since 2011.

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

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Through December 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.

Series B Dealer-Manager Agreement

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 serves 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 provides certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock, and we generally will pay Gladstone Securities:

(i) selling commissions of up to 7.0 % of the gross proceeds from sales of Series B Preferred Stock in the 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 Dealer-Manager Agreement were approved by our board of directors, including all of its independent directors.

During the years ended December 31, 2020 and 2019, we paid total Series B Selling Commissions and Series B Dealer-Manager Fees to Gladstone Securities of approximately $ 2.5 million and $ 7.6 million, respectively, in connection with sales of the Series B 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 B Selling Commissions and

Series B Dealer-Manager Fees paid to Gladstone Securities were 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 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”).

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 ”).

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 for 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 year ended December 31, 2020, we paid total Series C Selling Commissions and Series C Dealer-Manager Fees to Gladstone Securities of approximately $ 2.2 million 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 all of our independent directors.

During the year ended December 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 of the Series B Preferred Stock was completed on March 9, 2020, and the security was listed on Nasdaq under the ticker “LANDO” during the year ended December 31, 2020 .

During the years ended December 31, 2021 and 2020, we paid total Series C Selling Commissions and Series C Dealer-Manager Fees to Gladstone Securities of approximately $ 5.0 million and $ 2.2 million, respectively, in connection with sales of the Series C Preferred Stock.

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 Consolidated Balance Sheets.

Related Party Fees

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Incentive fee (1)(2)

Capital gains fee (1)(2)

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

Total fees to our Adviser, net $ 10,230 $ 7,327

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$ 4,224 $ 2,484

(1) Other fees due to or from our Adviser primarily relate to miscellaneous general and administrative expenses either paid by our Adviser on our behalf or by us on our Adviser’s behalf.

(1) Other amounts due to or from our Adviser primarily relate to miscellaneous general and administrative expenses either paid by our Adviser on our behalf or by us on our Adviser’s behalf.

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

(3) Represents miscellaneous costs related to the Series C Offering paid by Gladstone Securities on our behalf.

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

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

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December 31, 2021

Lucie, FL 549 230 Q3 2022 111

Santa Barbara, CA 271 4,000 (2)

Q3 2022 2,427

Manatee, FL 590 280 Q4 2022 —

Manatee, FL 271 280 Q4 2022 —

Hillsborough, FL 55 2,250 (2)

Q4 2022 1,554

Tulare, CA 160 700 (2)

Wicomico & Caroline, MD, and Sussex, DE 833 115 Q3 2021 36

Van Buren, MI 89 150 Q4 2021 126

Charlotte, FL 975 3,000 (2)

Napa, CA 270 1,548 (2)

Santa Barbara, CA 271 4,000 (2)

Q3 2023 1,019

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

Monterey, CA 304 1,248 Q4 2025 1,188

Wicomico & Caroline, MD, and Sussex, DE 833 115 Q3 2030 49

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

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Ground Lease Obligations

In connection with two farms acquired on June 1, 2017, through a leasehold interest, we assumed two ground lease arrangements under which we are the lessee (with the State of Arizona as the lessor).

These two operating ground leases expire in February 2022 and February 2025, and neither lease contains any extension, renewal, or termination options.

Upon our adoption of ASU 2016-02, “Leases (Topic 842):

An Amendment of the FASB Accounting Standards Codification,” on January 1, 2019, we recognized an operating lease right-of-use asset of approximately $ 218,000 and an operating lease liability of approximately $ 213,000 as a result of these ground leases.

These values were determined by discounting the respective future minimum lease payments using a discount rate equivalent to treasury rates with similar terms plus a spread ranging from 2.47 % to 2.53 %.

In connection with certain farms acquired through a leasehold interest, we assumed certain ground lease arrangements under which we are the lessee.

These operating ground leases have lease expiration dates ranging from February 2025 through December 2041, and none of these leases contain any extension, renewal, or termination options.

At lease commencement, the net present value of the minimum lease payments was determined by discounting the respective future minimum lease payments using a discount rate equivalent to our fully-collateralized borrowing rate ranging from 4.22 % to 8.72 %.

As of December 31, 2021 and 2020, we recorded the following as a result of these operating ground leases (dollars in thousands, except for footnotes):

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Weighted-average remaining lease term (years) 15.7 3.8

Weighted-average discount rate 4.20 % 4.20 %

(1) Operating lease right-of-use assets are shown net of accrued lease payments of approximately $ 6,000 as of each December 31, 2020 and 2019 and are included within Other assets, net on the accompanying Consolidated Balance Sheets.

Weighted-average incremental borrowing rate 7.78 % 4.20 %

(1) Operating lease right-of-use assets are shown net of prepaid lease payments of approximately $ 7,000 and $ 6,000 for the years ended December 31, 2021 and 2020, respectively, and are included within Other assets , net on the accompanying Consolidated Balance Sheets.

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

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 $ 59,000 and $ 50,000 during the years ended December 31, 2020 and 2019, respectively.

Future lease payments due under the remaining non-cancelable terms of these leases as of December 31, 2020 and 2019, are as follows (dollars in thousands):

Future Lease Payments (1)

Period December 31, 2020 December 31, 2019

2020 $ — $ 47

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

Period Future Lease Payments (1)

For the fiscal years ending December 31:

Thereafter 755

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Present value of lease payments $ 664

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

(1) Certain annual lease payments are set at the beginning of each year to then-current market rates (as determined by the 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 $ 81,000 and $ 59,000 during the years ended December 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.

Subsequent to December 31, 2020, we further amended our articles of incorporation in connection with the issuance of the Series D Preferred Stock (as defined in Note 11, “ Subsequent Events—Financing Activity—Borrowing Activity ”).

See Note 11, “ Subsequent Events—Financing Activity—Equity Activity, ” for additional information on this amendment to our articles of incorporation.

On February 20, 2020, we filed with the State Department of Assessments and Taxation of Maryland 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.

On January 13, 2021, we further amended our articles of incorporation (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 (collectively, the “Amendment”), 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.

Subsequent to December 31, 2020, we further amended our Operating Partnership agreement in connection with the issuance of the Series D Preferred Stock (as defined in Note 11, “ Subsequent Events—Financing Activity—Borrowing Activity ”).

See Note 11, “ Subsequent Events—Financing Activity—Equity Activity, ” for additional information on this amendment to our Operating Partnership agreement.

Non-Controlling Interests in Operating Partnership

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

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

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

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

The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption.

A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.

We did not issue any new OP Units during the year ended December 31, 2020.

Information related to OP Units issued during the year December 31, 2019, is provided in the table below (dollars in thousands, except per-unit amounts):

Number of OP Units Issued Weighted-average Issuance Price Aggregate Value (1)

288,303 $ 11.41 $ 3,290

(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 years ended December 31, 2020 and 2019 is provided in the table below (dollars in thousands, except per-unit amounts):

Period OP Units Tendered

for Redemption Shares of Common

For the year ended December 31, 2020 288,303 288,303

For the year ended December 31, 2019 570,879 570,879

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 OP 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.

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.

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, we further amended our Operating Partnership agreement in order to establish the rights, privileges, and preferences of 5.00 % Series D Cumulative Term Preferred Units (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, distributions rights, and other provisions substantially equivalent to those of the Series D Term Preferred Stock.

Registration Statement

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.

The 2020 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 December 31, 2020, we had issued a total of 4,584,258 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 $ 67.8 million and approximately 1,088,573 shares of Series C Preferred Stock (excluding redemptions) for gross proceeds of approximately $ 27.0 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 year ended December 31, 2020.

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 December 31, 2021, we had issued a total of 3,503,391 shares of Series C Preferred Stock for gross proceeds of approximately $ 86.9 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 12,575,252 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 $ 241.2 million under the 2020 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 for gross proceeds of up to $ 150.0 million.

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 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 years ended December 31, 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)

Year Ended December 31, 2020 1,229,531 $ 24.52 $ 30,148 $ 27,664

Year Ended December 31, 2019 3,626,076 24.61 89,232 81,587

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

The following table provides information on redemptions of the Series B Preferred Stock that occurred during the years ended December 31, 2020 and 2019 (dollars in thousands, except per-share amounts):

Period Number of

Shares Redeemed Weighted-average

Redemption Price

per Share Cash Redemption Paid

Year Ended December 31, 2020 29,335 $ 23.22 $ 681

Year Ended December 31, 2019 14,600 23.30 340

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 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.

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

During the year ended December 31, 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.

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 prospectus supplement (which superseded and replaced a previously-filed prospectus supplement) with the SEC for a continuous offering (the “Series C Offering”) of up to 26,000,000 shares of our 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 sales of the Series C Preferred Stock that occurred during the year ended December 31, 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)

Year Ended December 31, 2020 1,088,315 $ 24.80 $ 26,987 $ 24,759

The following table provides information on sales of the Series C Preferred Stock that occurred during the years ended December 31, 2021 and 2020 (dollars in thousands, except per-share amounts):

Years Ended December 31,

Number of shares sold (1)

2,407,027 1,088,315

Weighted-average offering price per share $ 24.81 $ 24.80

Gross proceeds $ 59,720 $ 26,987

Net proceeds (2)

$ 54,760 $ 24,759

(1) Excludes shares issued pursuant to the DRIP.

During the year ended December 31, 2020, we issued approximately 258 shares of the Series C Preferred Stock pursuant to the DRIP.

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

The following table provides information on redemptions of the Series C Preferred Stock that occurred during the year ended December 31, 2020 and (dollars in thousands, except per-share amounts):

Period Number of

Shares Redeemed Weighted-average

Redemption Price

per Share Cash Redemption Paid

Year Ended December 31, 2020 138 $ 22.50 $ 3

As of December 31, 2020, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $ 282,000 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 December 31, 2020.

During the years ended December 31, 2021 and 2020, we issued approximately 7,791 shares and 258 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP.

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

In addition, during the years ended December 31, 2021 and 2020, 9,920 shares and 138 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregated cash payments of approximately $ 248,000 and $ 3,000 , respectively.

As of December 31, 2021, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 704,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying 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 Agreements ,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series C Offering.

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

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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.

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

Follow-on Offerings

We completed an overnight public offering of our common stock during each of the years ended December 31, 2020 and 2019, which are summarized in the following table (dollars in thousands, except per-share amounts):

Period Number of

Shares Sold (1)

Weighted-average

Offering Price

Per Share Gross Proceeds (1)

Net Proceeds (1)(2)

Year Ended December 31, 2020 1,897,500 $ 14.40 $ 27,324 $ 26,094

Year Ended December 31, 2019 2,277,297 11.73 26,713 25,401

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

(2) Net of underwriting commissions and discounts.

During the year ended December 31, 2020, we completed a public offering of 1,897,500 shares (including the underwriters’ exercise of the over-allotment option in connection with the offering) of our common stock at a public offering price of $ 14.40 per share, resulting in gross proceeds of approximately $ 27.3 million and net proceeds (after deducting underwriting discounts and direct offering expenses borne by us) of approximately $ 26.1 million.

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 Thalmann & 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”).

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 Thalmann & 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 up to $ 100.0 million (the “Current ATM Program.” and collectively with the Prior ATM Program, the “ATM Programs”).

On May 18, 2021, we entered into separate amendments to the existing equity distribution agreements to allow us to sell up to $ 160.0 million of additional shares of our common stock, expanding the aggregate offering price to up to $ 260.0 million.

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Programs during the years ended December 31, 2021 and 2020 (dollars in thousands, except per-share amounts):

Period Number of

Shares Sold Weighted-average

Offering Price

Per Share Gross Proceeds Net Proceeds (1)

Year Ended December 31, 2020 3,096,558 $ 14.82 $ 45,883 $ 45,424

Year Ended December 31, 2019 197,142 12.24 2,413 2,377

(1) Net of underwriting commissions and discounts.

Years Ended December 31,

Number of shares sold 7,990,994 3,096,558

Weighted-average offering price per share $ 21.70 $ 14.82

Gross proceeds $ 173,428 $ 45,883

Net proceeds (1)

$ 171,693 $ 45,424

(1) Net of underwriting commissions.

Non-Controlling Interests in Operating Partnership

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

As of December 31, 2021 and 2020, we owned approximately 99.4 % and 100.0 %, respectively, of the outstanding OP Units.

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

The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption.

When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced and stockholders’ equity is increased.

During the year ended December 31, 2021, we issued 204,778 OP Units to noncontrolling OP Unitholders representing an aggregate value of approximately $ 4.0 million, or $ 19.42 per OP Unit.

During the year ended December 31, 2020, we issued 288,303 shares of common stock to satisfy the redemption request of OP Units that were tendered for optional redemption.

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 years ended December 31, 2020 and 2019 are reflected in the table below.

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the years ended December 31, 2021 and 2020 are reflected in the table below.

For the Years Ended December 31,

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Series C Preferred Stock 1.500000 1.125000

Series D Term Preferred Stock (1)(3)

Common Stock (4)

0.540750 0.537150

(1) Treated similar to interest expense on the accompanying 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 October 31, 2020, and October 8, 2019, approximately $ 881,000 and $ 594,000 , respectively, was paid (as scheduled) by us on January 5, 2021, and January 3, 2020, respectively.

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

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

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

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

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Series C Preferred Stock 54.534493 % 45.465507 % — %

Series D Term Preferred Stock 54.534493 % 45.465507 % — %

Common Stock — % 100.000000 % — %

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Series B Preferred Stock 70.743160 % 29.256840 % — %

Series C Preferred Stock 70.743160 % 29.256840 % — %

Common Stock — % 100.000000 % — %

LEASE REVENUES

The following table sets forth the components of our lease revenue for the years ended December 31, 2020 and 2019 (dollars in thousands, except for footnotes):

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

For the Years Ended December 31,

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EARNINGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2020 and 2019, computed using the weighted-average number of shares outstanding during the respective periods.

Net 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.

(Dollars in thousands, except per-share amounts)

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

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

For the Years Ended December 31,

Net loss attributable to common stockholders $ ( 8,763 ) $ ( 4,396 )

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Borrowing Activity

New Borrowings

Subsequent to the year ended December 31, 2020, we entered into the following loan agreements with 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

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

Subsequent to the year ended December 31, 2021, we entered into certain agreements to provide for current and future financings.

The terms of these agreements are summarized in the following table (dollars in thousands):

Issuer Date of Issuance Amount Maturity Dates Principal Amortization Stated Interest Rate (1)

Interest Rate Terms

Farmer Mac 1/11/2022 $ 1,980 12/30/2030 20.0 years 3.31 % Fixed throughout term

Fixed Rate Conversions

Certain loans we secured during the year ended December 31, 2020, were initially issued at variable rates.

Subsequent to December 31, 2020, we fixed the interest rates on these loans, as summarized in the following table (dollars in thousands):

Lender Date of Fixed

Agreement Loan

Amount Original Variable Interest Rate Terms New Fixed Interest Rate Terms

Farm Credit West, FLCA 1/8/2021 $ 2,160 3.00 %, subject to change monthly

3.70 %, fixed through 1/31/2031;

variable thereafter

Rabo AgriFinance, LLC (1)

1/15/2021 37,170 1-month LIBOR + 2.00 %

fixed throughout term

Rabo AgriFinance, LLC (1)

1/15/2021 6,195 1-month LIBOR + 2.00 %

fixed throughout term

(1) Interest rates were fixed via our entry into interest rate swap agreements.

Series D Term Preferred Stock

As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million and net proceeds, after deducting selling concessions and underwriting fees, of approximately $ 58.5 million.

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

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

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

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

Dividends on the Series D Term Preferred Stock will be cumulative from, but excluding, the date of original issue and payable monthly in arrears, beginning on February 28, 2021, at an annual rate of 5.00 % of the liquidation preference, or $ 25.00 per share.

Redemption of Series A Term Preferred Stock

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

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

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

Northwest Farm Credit Services, FLCA 2/01/2022 1,442 2/01/2032 20.1 years 4.65 % Fixed throughout term

(1) Where applicable, stated rate is before interest patronage, as described in Note 4 “ Borrowings—Farm Credit Notes Payable—Interest Patronage .”

In connection with securing the above borrowings, Gladstone Securities, an affiliate of ours, earned total financing fees of approximately $ 8,000 .

MetLife Facility

On February 3, 2022, we amended the 2020 MetLife Facility to increase the overall size of the facility through the addition of a new $ 100.0 million long-term note payable (the “2022 MetLife Term Note”).

The 2022 MetLife Term Note is scheduled to mature on January 5, 2032, and the interest rates on future disbursements under the 2022 MetLife Term Note will be based on the 10-year U.S.

Treasury at the time of such disbursements, with the initial disbursement priced based on the 10-year U.S.

Treasury plus a spread to be determined by the lender.

In addition, through December 31, 2024, the 2022 MetLife Term Note is also subject to an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under the 2022 MetLife Term Note).

If the full commitment of $ 100.0 million is not utilized by December 31, 2024, MetLife has no obligation to disburse the remaining funds under the 2022 MetLife Term Note.

The amendment does not change the terms of the MetLife Facility and includes customary terms, covenants, events of default, and constraints on borrowing availability based on collateral for a credit facility of its size and nature.

All other material items of the MetLife Facility remained unchanged.

As part of this amendment, we paid an origination fee of $ 250,000 to MetLife and a financing fee of $ 80,000 to Gladstone Securities.

Equity Activity

Amendment to Articles of Incorporation

On January 13, 2021, we filed with the State Department of Assessments and Taxation of Maryland 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

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 Preferred Units”).

The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series D 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 Preferred Stock.

Equity Issuances

The following table provides information on certain equity sales that have occurred subsequent to December 31, 2020 (dollars in thousands, except per-share amounts):

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

Type of Issuance Number of

Shares Sold Weighted-average

Offering Price

Shares Sold Weighted Average Offering Price

Per Share Gross Proceeds Net Proceeds (1)

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663,508 $ 24.75 $ 16,422 $ 15,095

Common Stock – ATM Program 524,148 14.47 7,582 7,507

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

(1) Net of Selling Commissions and Dealer-Manager Fees.

(2) Excludes approximately 3,230 shares issued pursuant to the DRIP.

Distributions

On January 12, 2021, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:

On January 11, 2022, 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:

January 22, 2021 January 29, 2021 $ 0.1328125

Total Series A Term Preferred Stock Distributions:

Series B Preferred Stock:

January 27, 2021 February 5, 2021 $ 0.125

February 24, 2021 March 5, 2021 0.125

March 24, 2021 April 5, 2021 0.125

January 21, 2022 January 31, 2022 $ 0.125

February 18, 2022 February 28, 2022 0.125

March 23, 2022 March 31, 2022 0.125

Total Series B Preferred Stock Distributions:

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Series D Term Preferred Stock:

January 21, 2022 January 31, 2022 $ 0.104167

February 18, 2022 February 28, 2022 0.104167

March 25, 2021 April 5, 2021 0.104167

March 23, 2022 March 31, 2022 0.104167

Total Series D Term Preferred Stock Distributions:

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Total Common Stock Distributions:

(1) Dividends on the Series D Term Preferred Stock were declared on January 25, 2021.

(2) To be paid on the following business day.

(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.

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Land & Improvements

6/16/1997 $ 7,692 $ 4,350 $ — $ — $ — $ 579 $ — $ 4,350 $ 579 $ — $ 4,929 $ ( 380 )

Ventura County, California: