What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-10 compared with 2021-11-09 · 235 added, 398 removed, 531 unchanged (54% of the section changed)

3 unchanged sentences

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

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Real estate, at cost $ 1,361,757 $ 1,357,800

8 unchanged sentences

Notes and bonds payable, net 659,998 667,882

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

0 shares authorized, 0 shares issued or outstanding as of September 30, 2021;

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

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

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of September 30, 2021;

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

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 March 31, 2022, and December 31, 2021, net

58,799 58,696

Accounts payable and accrued expenses 12,707 10,874

5 unchanged sentences

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

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of September 30, 2021, and December 31, 2020

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of March 31, 2022, and December 31, 2021

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

25,989,942 shares authorized, 2,600,604 shares issued and outstanding as of September 30, 2021;

25,987,462 shares authorized, 5,045,023 shares issued and outstanding as of March 31, 2022;

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

Common stock, $ 0.001 par value;

63,953,993 shares authorized, 32,043,989 shares issued and outstanding as of September 30, 2021;

63,956,473 shares authorized, 34,520,068 shares issued and outstanding as of March 31, 2022;

63,953,993 shares authorized, 34,210,013 shares issued and outstanding as of December 31, 2021

1 unchanged sentence

Distributions in excess of accumulated earnings ( 87,868 ) ( 80,467 )

Accumulated other comprehensive loss ( 987 ) ( 1,500 )

Accumulated other comprehensive income (loss) 3,694 ( 1,036 )

Total stockholders’ equity 629,677 586,815

6 unchanged sentences

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

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

2021 2020 2021 2020

For the Three Months Ended March 31,

OPERATING REVENUES:

15 unchanged sentences

Property and casualty recovery, net 49 —

(Loss) income from investments in unconsolidated entities ( 19 ) ( 19 ) ( 42 ) 7

Loss from investments in unconsolidated entities ( 29 ) ( 13 )

Total other expense, net ( 5,392 ) ( 5,573 )

3 unchanged sentences

Dividends declared on Series B and Series C cumulative redeemable preferred stock ( 3,912 ) ( 2,764 )

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

Loss on extinguishment of Series C cumulative redeemable preferred stock ( 3 ) —

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 2,737 ) $ ( 2,211 )

11 unchanged sentences

(In thousands, except share data)

Three Months Ended September 30, 2021

Three Months Ended March 31, 2022

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

2 unchanged sentences

Comprehensive

Income (Loss) Total

Stockholders’

3 unchanged sentences

of Shares Par

Balance at June 30, 2021 5,956,065 $ 6 2,029,455 $ 2 30,478,064 $ 30 $ 549,123 $ ( 68,533 ) $ ( 1,344 ) $ 479,284 $ 2,030 $ 481,314

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

Issuance of Series C Preferred Stock, net — — 1,554,170 2 — — 35,281 — — 35,283 — 35,283

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

Redemptions of Series C Preferred Stock — — ( 2,480 ) — — — ( 56 ) ( 3 ) — ( 59 ) — ( 59 )

Issuance of common stock, net — — — — 310,055 1 10,321 — — 10,322 — 10,322

4 unchanged sentences

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 16 ) — — ( 16 ) 16 —

Balance at September 30, 2021 5,956,065 $ 6 2,600,604 $ 3 32,043,989 $ 32 $ 598,693 $ ( 74,427 ) $ ( 987 ) $ 523,320 $ 2,127 $ 525,447

Nine Months Ended September 30, 2021

Balance at March 31, 2022 5,956,065 $ 6 5,045,023 $ 5 34,520,068 $ 35 $ 713,805 $ ( 87,868 ) $ 3,694 $ 629,677 $ 2,248 $ 631,925

Three Months Ended March 31, 2021

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

2 unchanged sentences

Comprehensive

Income (Loss) Total

Stockholders’

5 unchanged sentences

Issuance of Series C Preferred Stock, net — — 535,678 1 — — 12,170 — — 12,171 — 12,171

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

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

5 unchanged sentences

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

Balance at September 30, 2021 5,956,065 $ 6 2,600,604 $ 3 32,043,989 $ 32 $ 598,693 $ ( 74,427 ) $ ( 987 ) $ 523,320 $ 2,127 $ 525,447

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

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(In thousands, except share data)

Three Months Ended September 30, 2020

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Stockholders’

Interests Total

of Shares Par

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

Redemption of Series B Preferred Stock ( 16,417 ) — — — — — ( 327 ) ( 44 ) — ( 371 ) — ( 371 )

Issuance of Series C Preferred Stock, net — — 289,528 — — — 6,563 — — 6,563 — 6,563

Redemption of OP Units — — — — 144,151 — 2,291 — — 2,291 ( 2,291 ) —

Issuance of common stock, net — — — — 526,016 — 8,392 — — 8,392 — 8,392

Net income — — — — — — — 1,568 — 1,568 13 1,581

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

Distributions—OP Units and common stock — — — — — — — ( 2,967 ) — ( 2,967 ) — ( 2,967 )

Comprehensive loss attributable to the Company — — — — — — — — 95 95 — 95

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 1,131 ) — — ( 1,131 ) 1,131 —

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

Nine Months Ended September 30, 2020

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Stockholders’

Interests Total

of Shares Par

Balance at December 31, 2019 4,755,869 $ 5 — $ — 20,936,658 $ 21 $ 315,770 $ ( 38,785 ) $ ( 390 ) $ 276,621 $ 2,349 $ 278,970

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

Redemption of Series B Preferred Stock ( 29,335 ) — — — — — ( 636 ) ( 44 ) — ( 680 ) — ( 680 )

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

Redemption of OP Units — — — — 288,303 — 4,383 — — 4,383 ( 4,383 ) —

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

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

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

Distributions—OP Units and common stock — — — — — — — ( 8,691 ) — ( 8,691 ) ( 68 ) ( 8,759 )

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

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 2,050 ) — — ( 2,050 ) 2,050 —

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

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

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

2 unchanged sentences

(In thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Amortization of right-of-use assets from operating leases and operating lease liabilities, net 23 ( 33 )

Loss (income) from investments in unconsolidated entities 42 ( 7 )

Loss from investments in unconsolidated entities 29 13

Bad debt expense 67 —

9 unchanged sentences

Capital expenditures on existing real estate assets ( 3,518 ) ( 3,027 )

Proceeds from dispositions of real estate assets — 247

Deposits on prospective real estate acquisitions and investments ( 54 ) ( 800 )

Insurance proceeds received capitalized as real estate additions — 66

Net cash used in investing activities ( 3,572 ) ( 5,406 )

3 unchanged sentences

Redemptions of cumulative redeemable preferred stock (Series B and Series C) ( 59 ) —

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

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

Proceeds from issuance of cumulative term preferred stock — 60,375

Redemption of cumulative term preferred stock (Series A) — ( 28,750 )

Borrowings from notes and bonds payable 5,122 9,903

Repayments of notes and bonds payable ( 12,910 ) ( 4,973 )

Borrowings from lines of credit — 19,000

Repayments of lines of credit — ( 7,500 )

Payments of financing fees ( 708 ) ( 2,223 )

3 unchanged sentences

Net cash provided by financing activities 28,692 62,426

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 57,273 ( 7,233 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 32,673 63,676

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 16,708 9,218

4 unchanged sentences

(In thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

NON-CASH INVESTING AND FINANCING INFORMATION:

13 unchanged sentences

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

As of September 30, 2021 and December 31, 2020, the Company owned approximately 99.4 % and 100.0 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

As of both March 31, 2022, and December 31, 2021, the Company owned approximately 99.4 % of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

Gladstone Land Advisers, Inc.

2 unchanged sentences

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

For the nine months ended September 30, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

For the three months ended March 31, 2022, and for the tax year ended December 31, 2021, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

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

6 unchanged sentences

Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted.

In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) necessary for the fair statement of financial statements for the interim period have been included.

The interim financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the U.S.

Securities and Exchange Commission (the “SEC”) on February 22, 2022 (the “Form 10-K”).

The results of operations for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, including the impact of extraordinary events, such as the novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making certain judgments.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, including the impact of extraordinary events, such as the ongoing coronavirus (“COVID-19”) pandemic, the results of which form the basis for making certain judgments.

Actual results may materially differ from these estimates.

Recently-Issued Accounting Pronouncements

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 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.

We have not needed to make use of this election to date.

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.

As of March 31, 2022, there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.

REAL ESTATE AND INTANGIBLE ASSETS

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

The following table provides certain summary information about the 158 farms we owned as of September 30, 2021 (dollars in thousands, except for footnotes):

The following table provides certain summary information about the 164 farms we owned as of March 31, 2022 (dollars in thousands, except for footnotes):

of Farms Total

9 unchanged sentences

Michigan 23 1,892 1,245 24,440 14,396

Oregon 4 561 471 18,293 3,781

5 726 606 20,734 12,044

Texas 1 3,667 2,219 8,231 5,000

1 unchanged sentence

South Carolina 3 597 447 3,700 2,215

Georgia 2 230 175 2,843 1,710

North Carolina 2 310 295 2,193 1,172

3 unchanged sentences

(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 Total real estate, net (excluding improvements paid for by the tenant), Lease intangibles, net, and Long-term water assets;

plus net above-market lease values, lease incentives, and 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, lease incentives, and 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;

each as shown on the accompanying Condensed Consolidated Balance Sheets.

(2) Excludes approximately $ 3.5 million of debt issuance costs related to notes and bonds payable, which is included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.

(2) Excludes approximately $ 3.8 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheets.

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

As of September 30, 2021, this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.

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

The ground sublease consists of approximately five acres and had a net cost basis of approximately $ 772,000 as of September 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

As of March 31, 2022, this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

(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 $ 753,000 as of March 31, 2022 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets).

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

1 unchanged sentence

(6) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2025 and February 2032, respectively.

In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 1.2 million as of September 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2021, and December 31, 2020 (dollars in thousands):

September 30, 2021 December 31, 2020

In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 961,000 as of March 31, 2022 (included in Lease intangibles, net on the accompanying Condensed 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 March 31, 2022, this investment had a net carrying value of approximately $ 2.0 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2022, and December 31, 2021 (dollars in thousands):

March 31, 2022 December 31, 2021

Land and land improvements $ 813,421 $ 812,830

6 unchanged sentences

Total real estate, net $ 1,280,026 $ 1,283,798

Real estate depreciation expense on these tangible assets was approximately $ 6.6 million and $ 18.3 million for the three and nine months ended September 30, 2021, respectively, and approximately $ 3.6 million and $ 10.6 million for the three and nine months ended September 30, 2020, respectively.

Real estate depreciation expense on these tangible assets was approximately $ 8.1 million and $ 5.7 million for the three months ended March 31, 2022, and 2021, respectively.

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

As of September 30, 2021, and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.1 million and $ 2.0 million, respectively.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 88,000 and $ 282,000 for the three and nine months ended September 30, 2021, respectively, and approximately $ 76,000 and $ 228,000 for the three and nine months ended September 30, 2020, respectively.

As of March 31, 2022, and December 31, 2021, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.4 million and $ 2.5 million, respectively.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 103,000 and $ 98,000 for the three months ended March 31, 2022 and 2021, respectively.

Intangible Assets and Liabilities

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2021, and December 31, 2020 (dollars in thousands):

September 30, 2021 December 31, 2020

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of March 31, 2022, and December 31, 2021 (dollars in thousands):

March 31, 2022 December 31, 2021

Lease intangibles:

Leasehold interest – land $ 4,295 $ 4,295

In-place leases 2,190 1,968

In-place lease values 2,174 2,174

Leasing costs 1,808 1,808

Tenant relationships 127 127

Lease intangibles, at cost 8,407 8,407

1 unchanged sentence

Lease intangibles, net $ 4,190 $ 4,456

Total amortization expense related to these lease intangible assets was approximately $ 296,000 and $ 983,000 for the three and nine months ended September 30, 2021, respectively, and approximately $ 294,000 and $ 1.4 million for the three and nine months ended September 30, 2020, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2021, and December 31, 2020 (dollars in thousands):

September 30, 2021 December 31, 2020

(1) Other consists primarily of acquisition-related costs allocated to miscellaneous lease intangibles.

Total amortization expense related to these lease intangible assets was approximately $ 266,000 and $ 383,000 for the three months ended March 31, 2022 and 2021, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of March 31, 2022, and December 31, 2021 (dollars in thousands):

March 31, 2022 December 31, 2021

Intangible Asset or Liability Deferred

11 unchanged sentences

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

Total amortization related to above-market lease values and lease incentives was approximately $ 47,000 for each of the three and nine months ended September 30, 2021, and approximately $ 32,000 and $ 94,000 for the three and nine months ended September 30, 2020, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 62,000 and $ 161,000 for the three and nine months ended September 30, 2021, respectively, and approximately $ 28,000 and $ 78,000 for the three and nine months ended September 30, 2020, respectively.

Total amortization related to above-market lease values and lease incentives was approximately $ 82,000 and $( 44,000 ) for the three months ended March 31, 2022 and 2021, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 45,000 and $ 36,000 for the three months ended March 31, 2022 and 2021, respectively.

2022 Acquisitions

During the nine months ended September 30, 2021, we acquired 21 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

We did not acquire any new farms during the three months ended March 31, 2022.

2021 Acquisitions

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

Name Property

8 unchanged sentences

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)

233 2 $ 5,577 $ 106 $ 278

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 49 785

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 5,241 180 367

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

5,719 21 $ 147,652 $ 813 $ 8,853

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

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

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

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

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

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

Rent 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.

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

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

During the three and nine months ended September 30, 2021, in the aggregate, we recognized operating revenues of approximately $ 1.8 million and $ 2.6 million, respectively, and net income of approximately $ 646,000 and $ 1.0 million, respectively, related to the above acquisitions.

2020 Acquisitions

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

Name Property

Location Acquisition

Farms Primary

Crop(s) Lease

Options Total

Price Acquisition

Straight-line

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

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

Driver Road (3)

Kern, CA 6/5/2020 590 1 Pecans 4.7 years 2 ( 10 years)

14,169 52 784

Hermon Wicomico & Caroline, MD, and Sussex, DE 8/31/2020 939 5 Sod & vegetables 10.0 years 2 ( 5 years)

7,346 226 432

Firestone Avenue (4)(5)(6)

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

organic & conventional vegetables 1.2 years 2 ( 5 years)

31,833 131 1,734

6,066 12 $ 64,348 $ 491 $ 3,571

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

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

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

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

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

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

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

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

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

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

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

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

Purchase Price Allocations

The allocation of the aggregate purchase price for the farms acquired during each of the nine months ended September 30, 2021 and 2020 is as follows (dollars in thousands):

Assets (Liabilities) Acquired 2021 Acquisitions 2020 Acquisitions

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

Assets (Liabilities) Acquired 2021 Acquisitions

Land and land improvements $ 1,341

Permanent plantings 47,502 12,245

Irrigation & drainage systems 209

4 unchanged sentences

Leasing costs 145

Above-market lease values (2)

Below-market lease values (1)

( 1,321 ) ( 58 )

Investment in LLC (2)

Water purchase contracts (2)(3)

Total Purchase Price $ 5,577

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

(2) Included within Other assets, net on the accompanying Condensed 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 $ 1.6 million paid to execute the contracts subsequent to acquisition.

Investments in Unconsolidated Entities

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

As of September 30, 2021, our aggregate ownership interest in the LLC was 50.0 %.

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

We recorded (loss) income of approximately $( 19,000 ) and $( 42,000 ) during the three and nine months ended September 30, 2021, respectively, and approximately $( 19,000 ) and $ 7,000 during the three and nine months ended September 30, 2020, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the Fresno LLC.

Our combined ownership interest in the Fresno LLC, which had an aggregate carrying value of approximately $ 1.1 million and $ 1.2 million, as of September 30, 2021, and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

In addition, in 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 March 31, 2022, our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0 % and 9.1 %, respectively.

As our investments in the Fresno LLC and Umatilla LLC are both deemed to constitute “significant influence,” we have accounted for these investments under the equity method.

During the three months ended March 31, 2022 and 2021, we recorded an aggregate loss of approximately $ 29,000 and $ 13,000 , respectively (included in Loss from investments in unconsolidated entities on our Condensed 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 Umatilla LLC, which had an aggregate carrying value of approximately $ 3.1 million as of both March 31, 2022, and December 31, 2021, 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 two contracts to purchase an aggregate of 25,330 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, at a fixed price.

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 Accounting Standards Codification (“ASC”) 805, “Business Combinations.”

During the nine months ended September 30, 2021, we executed both contracts to purchase all 25,330 acre-feet of banked water for an aggregate additional cost of approximately $ 1.6 million.

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.

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 farms.

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

As of September 30, 2021, the investment in banked water had a carrying value of approximately $ 19.6 million, which includes the subsequent cost to execute the contract, and is included within Other assets, net on our Condensed Consolidated Balance Sheet.

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

As of September 30, 2021, we concluded that there were no such indicators and that the water was not impaired.

As of March 31, 2022, the investment in banked water had a carrying value of approximately $ 34.0 million, which includes the subsequent cost to execute the contracts, and is included within Other assets, net on our Condensed Consolidated Balance Sheets.

Each quarter, we will review the investment in banked water for any indicators of impairment and perform an impairment analysis if there are any such indicators.

As of March 31, 2022, we concluded that there were no such indicators and that the water was not impaired.

Portfolio Concentrations

As of September 30, 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 nine months ended September 30, 2021.

As of March 31, 2022, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10.0% of the total lease revenue recorded during the three months ended March 31, 2022.

Geographic Risk

Farms located in California and Florida accounted for approximately $ 33.7 million ( 64.1 %) and $ 10.2 million ( 19.4 %), respectively, of the total lease revenue recorded during the nine months ended September 30, 2021.

Farms located in California and Florida accounted for approximately $ 13.2 million ( 66.4 %) and $ 3.6 million ( 18.0 %), respectively, of the total lease revenue recorded during the three months ended March 31, 2022.

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

None of our farms in California or Florida have been materially impacted by the recent wildfires 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 our total lease revenue recorded during the nine months ended September 30, 2021.

In addition, with respect to 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 our total lease revenue recorded during the three months ended March 31, 2022.

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

As of September 30, 2021, and December 31, 2020, we concluded that none of our properties were impaired.

As of March 31, 2022, and December 31, 2021, we concluded that no ne of our properties were impaired.

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

Our borrowings as of September 30, 2021, and December 31, 2020, are summarized below (dollars in thousands):

Carrying Value as of As of September 30, 2021

September 30, 2021 December 31, 2020 Stated Interest

Our borrowings as of March 31, 2022, and December 31, 2021, are summarized below (dollars in thousands):

Carrying Value as of As of March 31, 2022

March 31, 2022 December 31, 2021 Stated Interest

Maturity Dates

3 unchanged sentences

November 2032

Variable-rate notes payable — 45,525 N/A N/A

Variable-rate notes payable 1,142 2,856 3.00 % 5/1/2044

Fixed-rate bonds payable 81,360 86,052 2.13 %– 4.57 %;

6 unchanged sentences

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

As of September 30, 2021, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.1 billion.

The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.74 % and 3.72 % for the three and nine months ended September 30, 2021, respectively, as compared to 4.03 % and 3.99 % for each of the three and nine months ended September 30, 2020.

As of March 31, 2022, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.3 billion.

The weighted-average stated 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 3.70 % for the three months ended March 31, 2022 and 2021, respectively.

In addition, 2021 interest patronage from our Farm Credit Notes Payable (as defined below) resulted in a 29.9 % reduction (approximately 137 basis points) to the stated interest rates on such borrowings.

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

As of September 30, 2021, we were in compliance with all covenants applicable to the above borrowings.

As of March 31, 2022, we were in compliance with all covenants applicable to the above borrowings.

MetLife Facility

As of December 31, 2019, our facility with Metropolitan Life Insurance Company (“MetLife”) consisted of a total of $ 200.0 million of term notes (the “Prior MetLife Term Notes”) and $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the Prior MetLife Term Notes, the “Prior MetLife Facility”).

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 September 30, 2021 (dollars in thousands, except for footnotes):

On February 3, 2022, we amended our credit facility with Metropolitan Life Insurance Company (“MetLife”), which previously consisted of a $ 75.0 million long-term note payable (the “2020 MetLife Term Note”) and $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the 2020 MetLife Term Note, the “2020 MetLife Facility”).

Pursuant to the amendment, our credit facility with MetLife now consists of the 2020 MetLife Term Note, the MetLife Lines of Credit, and a new $ 100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the 2020 MetLife Term Note and the MetLife Lines of Credit, the “2022 MetLife Facility”).

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

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

Treasury plus a spread to be determined by the lender.

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

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

All other material items of the 2020 MetLife Facility remained unchanged.

The following table summarizes the pertinent terms of the 2022 MetLife Facility as of March 31, 2022 (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 %, fixed through 1/4/2030

Commitment (1)

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 thereunder.

(2) Interest rates on any 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).

(3) Based on the properties that were pledged as collateral under the New MetLife Facility, as of September 30, 2021, the maximum additional amount we could draw under the facility was approximately $ 24.2 million.

2020 MetLife Term Note 75,000 (3)

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

2022 MetLife Term Note 100,000 (5)

1/5/2032 — (6)

Totals $ 250,000 $ 37,000 $ 213,000

(1) Based on the properties that were pledged as collateral under the 2022 MetLife Facility, as of March 31, 2022, the maximum additional amount we could draw under the facility was approximately $ 110.3 million.

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

(3) 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 remaining funds under the 2020 MetLife Term Note.

(4) 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).

(5) If the aggregate commitment under the 2022 MetLife Term Note is not fully utilized by December 31, 2024, MetLife has no obligation to disburse the remaining funds under the 2022 MetLife Term Note.

(6) Interest rates on future disbursements under the 2022 MetLife Term Note will be based on prevailing market rates at the time of such disbursements.

Farmer Mac Facility

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

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

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

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

During the nine months ended September 30, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):

Through certain subsidiaries of our Operating Partnership, we have 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 (the “Farmer Mac Facility”).

As amended from time to time, the Farmer Mac Facility currently provides for bond issuances up to an aggregate amount of $ 225.0 million.

Pursuant to the Bond Purchase Agreement, we may issue new bonds through May 31, 2023, and the final maturity date for new bonds issued under the Farmer Mac Facility will be December 31, 2030.

During the three months ended March 31, 2022, we issued two new bonds under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):

Date of Issuance Amount Maturity Date Principal Amortization Stated

1 unchanged sentence

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

As of September 30, 2021, we had approximately $ 84.8 million of bonds issued and outstanding under the Farmer Mac Facility.

2/25/2022 1,710 12/30/2030 25.0 years 3.68 % Fixed throughout term

As of March 31, 2022, we had approximately $ 81.4 million of bonds issued and outstanding under the Farmer Mac Facility.

Farm Credit Notes Payable

From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”).

During the nine months ended September 30, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):

During the three months ended March 31, 2022, we entered into the following loan agreement with Farm Credit (dollars in thousands):

Issuer Date of

3 unchanged sentences

Interest Rate Terms

Farm Credit West, FLCA (2)

1/28/2021 $ 2,073 11/1/2045 24.8 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)

Northwest Farm Credit Services, FLCA 1/31/2022 $ 1,442 2/1/2032 20.1 years 4.65 % Fixed throughout term

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

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

Interest Patronage

1 unchanged sentence

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 nine months ended September 30, 2021, we entered into loan agreements with certain other lenders, the terms of which are summarized in the following table (dollars in thousands):

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

Rabo AgriFinance, LLC (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) 2.44 % 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).

During the three months ended March 31, 2022, we recorded interest patronage of approximately $ 2.8 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2021, which resulted in a 29.9 % reduction (approximately 137 basis points) to the interest rates on such borrowings.

Debt Service – Aggregate Maturities

Scheduled principal payments of our aggregate notes and bonds payable as of September 30, 2021, for the succeeding years are as follows (dollars in thousands):

Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2022, for the succeeding years are as follows (dollars in thousands):

Period Scheduled Principal Payments

For the remaining three months ending December 31:

For the remaining nine months ending December 31:

2022 $ 38,680

For the fiscal years ending December 31:

7 unchanged sentences

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

As of September 30, 2021, the aggregate fair value of our long-term notes and bonds payable was approximately $ 644.7 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 649.5 million.

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

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of September 30, 2021, is deemed to approximate their aggregate carrying value of $ 0.1 million.

As of March 31, 2022, the aggregate fair value of our notes and bonds payable was approximately $ 633.6 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 663.8 million.

The fair value of our notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on 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 March 31, 2022, is deemed to approximate their aggregate carrying value of $ 100,000 .

Interest Rate Swap Agreements

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

In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating

We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Condensed Consolidated Balance Sheets.

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

As of September 30, 2021, our interest rate swaps were valued using Level 2 inputs.

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

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

The following table summarizes our interest rate swap agreements as of September 30, 2021, and December 31, 2020 (dollars in thousands):

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

As of September 30, 2021 $ 61,632 $ — $ ( 987 )

In accordance with the FASB’s fair value measurement guidance, we have made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

As of March 31, 2022, our interest rate swaps were valued using Level 2 inputs.

In addition, we have designated our interest rate swaps as cash flow hedges.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is initially recorded in Accumulated other comprehensive income (loss) on the accompanying Condensed Consolidated Balance Sheets and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects.

During the next 12 months, we estimate that an additional $ 204,000 will be reclassified as a reduction to interest expense.

We had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of March 31, 2022, and December 31, 2021 (dollars in thousands):

Period Number of Instruments Aggregate Notional Amount

As of March 31, 2022 5 $ 82,760

As of December 31, 2021 5 82,980

The following table summarizes certain balance sheet information regarding our derivative instruments as of September 30, 2021, and December 31, 2020 (dollars in thousands):

The following table presents the fair value of our interest rate swaps as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2022, and December 31, 2021 (dollars in thousands):

Derivative Asset (Liability) Fair Value

Derivative Type Balance Sheet Location September 30, 2021 December 31, 2020

Derivative Type Balance Sheet Location March 31, 2022 December 31, 2021

Derivatives Designated as Hedging Instruments:

Interest rate swaps Other assets, net $ 3,694 $ —

Interest rate swaps Other liabilities, net — ( 1,036 )

Total, net $ ( 987 ) $ ( 1,500 )

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):

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

2021 2020 2021 2020

Total $ 3,694 $ ( 1,036 )

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 (dollars in thousands):

For the Three Months Ended March 31,

Derivative in cash flow hedging relationship:

1 unchanged sentence

Total $ 4,730 $ 1,367

MANDATORILY-REDEEMABLE PREFERRED STOCK

Credit-risk-related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision where if we default on any of our indebtedness, then we could also be declared in default on our derivative obligations.

As of March 31, 2022, we did not have any derivatives in a net liability position, nor have we posted any collateral related to these agreements.

CUMULATIVE TERM PREFERRED STOCK

Series A Term Preferred Stock

16 unchanged sentences

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

As of September 30, 2021, the fair value of our Series D Term Preferred Stock was approximately $ 62.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.

The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on September 30, 2021, of $ 26.03 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three and nine months ended September 30, 2021, see Note 8, “ Equity—Distributions .”

As of March 31, 2022, the fair value of our Series D Term Preferred Stock was approximately $ 61.6 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 March 31, 2022, of $ 25.50 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three months ended March 31, 2022, see Note 8, “ Equity—Distributions .”

RELATED-PARTY TRANSACTIONS

9 unchanged sentences

Advisory Agreements

Pursuant to each of the Prior Advisory Agreement (which was in effect from January 1, 2020, through June 30, 2021) and the Current Advisory Agreement (which has been in effect since July 1, 2021), our Adviser is compensated in the form of a base management fee, an incentive fee, a capital gains fee, and a termination fee.

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.

1 unchanged sentence

Base Management Fee

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 Prior Advisory Agreement, a base management fee was paid quarterly and was calculated at an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible 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.

1 unchanged sentence

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

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

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 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).

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 is less than 2.1875 % in any calendar quarter ( 8.75 % annualized);

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

Capital Gains Fee

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

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 Advisory Agreement).

The capital gains fee shall equal:

3 unchanged sentences

Termination Fee

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

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

Administration Agreement

Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs.

As approved by our Board of Directors, effective July 1, 2014, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.

As approved by our Board of Directors, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.

Gladstone Securities

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”).

We have 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.

1 unchanged sentence

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

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

In addition, Michael LiCalsi, our general counsel and secretary, serves in several capacities for Gladstone Securities, including as chief legal officer, secretary, a member of its board of managers, and a managing principal.

Financing Arrangement Agreement

2 unchanged sentences

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

We paid total financing fees to Gladstone Securities of approximately $ 12,000 and $ 64,000 , during the three and nine months ended September 30, 2021, respectively, and approximately $ 7,000 and $ 30,000 during each of the three and nine months ended September 30, 2020.

Through September 30, 2021, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

We paid total financing fees to Gladstone Securities of approximately $ 94,000 and $ 17,000 during the three months ended March 31, 2022 and 2021, respectively.

Through March 31, 2022, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreement

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

Pursuant to a dealer-manager agreement that became effective on February 20, 2020 (the “Dealer-Manager Agreement”), 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 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 generally pay Gladstone Securities the following:

4 unchanged sentences

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

In connection with sales of the Series C Preferred Stock, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 1.2 million and $ 3.2 million during the three and nine months ended September 30, 2021, respectively, and approximately $ 598,000 and $ 885,000 during each of the three and nine months ended September 30, 2020.

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

In connection with sales of the Series C Preferred Stock, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 3.2 million and $ 1.1 million during the three months ended March 31, 2022 and 2021, respectively.

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

1 unchanged sentence

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

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

2021 2020 2021 2020

For the Three Months Ended March 31,

Base management fee (1)(2)

1 unchanged sentence

Incentive fee (1)(2)

945 821 2,107 2,155

Total fees to our Adviser, net $ 3,168 $ 2,531

Administration fee (1)(2)

$ 412 $ 344 $ 1,115 $ 1,084

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

5 unchanged sentences

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

(4) During the three months ended March 31, 2020, in connection with sales of our 6.00 % Series B Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”), we paid total selling commissions and dealer-manager fees to Gladstone Securities of approximately $ 2.5 million.

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.

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

Related-Party Fees Due

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2021, and December 31, 2020, were as follows (dollars in thousands):

September 30, 2021 December 31, 2020

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2022, and December 31, 2021, were as follows (dollars in thousands):

March 31, 2022 December 31, 2021

Base management fee $ 2,037 $ 1,836

Incentive fee 1,131 1,793

Other, net (1)

Total due to Adviser 3,279 3,724

7 unchanged sentences

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

(3) Represents certain costs related to sales of our Series C Preferred Stock paid by Gladstone Securities on our behalf.

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

2 unchanged sentences

In connection with the execution of certain lease agreements, we have committed to provide capital improvements on certain of our farms, which are summarized in the table below (dollars in thousands):

Location Farm

Location(s) Farm

Acreage Total

2 unchanged sentences

or Accrued as of

September 30, 2021

Tulare, CA 160 $ 700 (2)

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

Hillsborough, FL 110 400 (2)

Santa Barbara, CA 271 4,000 (2)

Q3 2022 2,427

March 31, 2022

Lucie, FL 549 $ 230 Q3 2022 $ 148

Hillsborough, FL 55 2,250 (2)

Q4 2022 $ 1,552

Charlotte, FL 975 3,000 (2)

Q4 2022 1,318

Manatee, FL 590 280 Q4 2022 266

Manatee, FL 271 280 Q4 2022 280

Napa, CA 270 1,548 (2)

Q3 2023 1,019

Umatilla, OR 135 2,750 (2)

Columbia, OR 157 1,800 (2)

Q3 2024 1,146

Holt, NE 1,052 180 Q1 2025 —

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

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

Madera, CA 212 755 (2)

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

1 unchanged sentence

Ground Lease Obligations

We are obligated as lessee under three ground leases.

Future minimum lease payments due under the remaining non-cancelable terms of these leases as of September 30, 2021, is as follows (dollars in thousands):

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

Future minimum lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2022, is as follows (dollars in thousands):

Period Future Lease Payments (1)

For the remaining three months ending December 31:

For the remaining nine months ending December 31:

For the fiscal years ending December 31:

3 unchanged sentences

Present value of lease payments $ 624

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

(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 $ 22,000 and $ 58,000 during the three and nine months ended September 30, 2021, respectively, and approximately $ 12,000 and $ 35,000 during the three and nine months ended September 30, 2020, respectively.

As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Condensed Consolidated Statement of Operations and Comprehensive Income) of approximately $ 23,000 and $ 14,000 during the three months ended March 31, 2022 and 2021, respectively.

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

3 unchanged sentences

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

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

Through September 30, 2021, we have issued a total of 2,610,662 shares of Series C Preferred Stock for gross proceeds of approximately $ 64.8 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 10,409,228 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 191.2 million under the Registration Statement.

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 (including up to $ 650.0 million reserved for issuance of shares of the Series C Preferred Stock), consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities.

Through March 31, 2022, we have issued a total of 5,057,561 shares of Series C Preferred Stock for gross proceeds of approximately $ 125.4 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 13,173,610 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $ 256.0 million under the Registration Statement.

Equity Issuances

2 unchanged sentences

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

The following table provides information on sales of our Series C Preferred Stock during the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except per-share amounts):

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

2021 2020 2021 2020

The following table provides information on sales of our Series C Preferred Stock during the three months ended March 31, 2022 and 2021 (dollars in thousands, except per-share amounts):

Three Months Ended March 31,

Number of shares sold (1)

5 unchanged sentences

(1) Excludes shares issued pursuant to the DRIP.

During the three and nine months ended September 30, 2021, we issued approximately 2,642 and 4,643 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP.

During the three months ended March 31, 2022 and 2021, we issued approximately 5,239 and 707 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP.

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

In addition, during the three and nine months ended September 30, 2021, 9,920 shares of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of $ 248,000 .

As of September 30, 2021, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 604,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

In addition, during the three months ended March 31, 2022, 2,480 shares of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 59,000 .

There were no redemptions during the three months ended March 31, 2021.

As of March 31, 2022, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 928,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

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

2 unchanged sentences

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

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to September 30, 2021.

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to March 31, 2022.

At-the-Market Program

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

On May 12, 2020, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg & Co.

(each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $ 100.0 million (the “ATM Program”).

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

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except per-share amounts):

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

2021 2020 2021 2020

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three months ended March 31, 2022 and 2021 (dollars in thousands, except per-share amounts):

Three Months Ended March 31,

Number of shares sold 310,055 1,312,932

4 unchanged sentences

(1) Net of underwriting commissions.

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of sales of common stock completed under the ATM Program subsequent to September 30, 2021.

Non-Controlling Interests in Operating Partnership

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

As of September 30, 2021, and December 31, 2020, we owned approximately 99.4 % and 100.0 %, respectively, of the outstanding OP Units.

As of September 30, 2021, and December 31, 2020, there were 204,778 and 0 OP Units held by non-controlling OP Unitholders, respectively.

As of both March 31, 2022, and December 31, 2021, we owned approximately 99.4 %, of the outstanding OP Units.

As of both March 31, 2022, and December 31, 2021, there were 204,778 OP Units held by non-controlling OP Unitholders.

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

2 unchanged sentences

Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock.

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

During the nine months ended September 30, 2021, we issued 204,778 OP Units to noncontrolling OP Unitholders representing an aggregate value of approximately $ 4.0 million, or $ 19.42 per OP Unit.

During the three and nine months ended September 30, 2020, we issued 144,151 and 288,303 shares of common stock, respectively, to satisfy the request of OP Units that were tendered for optional redemption.

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 three months ended March 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.

Refer to Note 11, “ Subsequent Events , ” for information on redemptions of OP Units subsequent to March 31, 2022.

The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.

Distributions

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and nine months ended September 30, 2021 and 2020 are reflected in the table below.

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

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three months ended March 31, 2022 and 2021 are reflected in the table below.

Three months ended March 31,

Issuance 2022 2021

12 unchanged sentences

LEASE REVENUES

The following table sets forth the components of our lease revenues for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except for footnotes):

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

2021 2020 2021 2020

The following table sets forth the components of our lease revenue for the three months ended March 31, 2022 and 2021 (dollars in thousands, except for footnotes):

Three Months Ended March 31,

Fixed lease payments (1)

1 unchanged sentence

Variable lease payments (2)

1,800 1,151 1,911 4,457

Lease revenues, net (3)

Lease revenue, net (3)

$ 19,943 $ 16,034

2 unchanged sentences

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

During the three and nine months ended September 30, 2021, we recorded participation rents of approximately $ 1.8 million during each period and reimbursements of certain property operating expenses by tenants of approximately $ 0 and $ 66,000 , respectively.

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

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

During the three months ended March 31, 2022 and 2021, we recorded participation rents of approximately $ 0 and $ 26,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 5,000 and $ 29,000 , respectively.

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

EARNINGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2021 and 2020, computed using the weighted average number of shares outstanding during the respective periods.

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2022 and 2021, computed using the weighted average number of shares outstanding during the respective periods.

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

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

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

Three Months Ended March 31,

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

2021 2020 2021 2020

Net loss attributable to common stockholders $ ( 2,737 ) $ ( 2,211 )

1 unchanged sentence

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

The weighted-average number of OP Units held by non-controlling OP Unitholders was 204,778 and 153,021 for the three and nine months ended September 30, 2021, respectively, and 16,452 and 175,981 for the three and nine months ended September 30, 2020, respectively.

The weighted-average number of OP Units held by non-controlling OP Unitholders was 204,778 and 47,782 for the three months ended March 31, 2022 and 2021, respectively .

SUBSEQUENT EVENTS

Portfolio Activity

Acquisition Activity

Subsequent to September 30, 2021, we acquired two 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

Lerdo Highway (Phase III) (3)(4)

Kern, CA 10/8/2021 1,284 1 Conventional & organic almonds, conventional & organic pistachios, and banked water 10.1 years 3 ( 10 years)

$ 42,959 $ 77 $ 1,981

Raymond Road (4)

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

1,503 2 $ 46,259 $ 127 $ 2,164

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

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

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

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

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.

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

(4) 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.

Financing Activity

Borrowing Activity

Future Borrowings

Subsequent to the quarter ended September 30, 2021, we entered into certain agreements to provide for future financings.

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

Issuer Expected Funding Period Amount Stated Interest Rate (1)

Subsequent to March 31, 2022, we secured the following loan proceeds (dollars in thousands):

Issuer Issuance

Date Amount Maturity

Date Principal

Amortization Stated

Interest Rate (1)

Interest Rate Terms

Rabo AgriFinance, LLC Q4 2021 $ 22,620 3.42 % Fixed throughout term (2)

Farmer Mac Q4 2021 1,290 3.32 % Fixed throughout term

American AgCredit TBD (3)

2,990 3.00 % Variable, as determined by lender

Farm Credit Of Central Florida, ACA 4/5/2022 $ 4,800 2/1/2046 23.8 years 4.36 % Fixed through 2/28/2027;

variable thereafter

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

(2) Pursuant to an interest rate swap agreement entered into with Rabo AgriFinance, LLC, the loan will bear interest at a fixed rate of 3.42 % through November 2030.

(3) A portion of this loan is tied to an ongoing development project and will not be fully available to us until the project is complete.

The completion of the development project and the receipt of these loan proceeds are both expected to occur by May 2023.

In connection with securing the above borrowings, Gladstone Securities, an affiliate of ours, earned total financing fees of approximately $ 7,000 .

Equity Activity

The following table provides information on equity sales that have occurred subsequent to September 30, 2021 (dollars in thousands, except per-share amounts):

The following table provides information on equity sales that have occurred subsequent to March 31, 2022 (dollars in thousands, except per-share amounts):

Type of Issuance Number of

Shares Sold Weighted Average Offering Price

Per Share Gross Proceeds Net Proceeds (1)

Shares Sold Weighted Average Offering

Price Per Share Gross Proceeds Net Proceeds (1)

Series C Preferred Stock (2)

665,138 $ 24.71 $ 16,438 $ 15,132

Common Stock – ATM Program 2,166,024 23.07 49,970 49,470

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

(2) Excludes approximately 4,578 shares issued pursuant to the DRIP.

Subsequent to the March 31, 2022, we paid approximately $ 7.7 million to redeem 204,778 OP Units.

Distributions

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

On April 12, 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 B Preferred Stock:

October 22, 2021 October 29, 2021 $ 0.125

November 19, 2021 November 30, 2021 0.125

December 23, 2021 December 31, 2021 0.125

April 22, 2022 April 29, 2022 $ 0.125

May 20, 2022 May 31, 2022 0.125

June 22, 2022 June 30, 2022 0.125

Total Series B Preferred Stock Distributions:

Series C Preferred Stock:

October 28, 2021 November 5, 2021 $ 0.125

November 29, 2021 December 6, 2021 0.125

December 29, 2021 January 5, 2022 0.125

April 28, 2022 May 6, 2022 $ 0.125

May 27, 2022 June 6, 2022 0.125

June 29, 2022 July 6, 2022 0.125

Total Series C Preferred Stock Distributions:

Series D Term Preferred Stock:

October 22, 2021 October 29, 2021 $ 0.104167

November 19, 2021 November 30, 2021 0.104167

December 23, 2021 December 31, 2021 0.104167

April 22, 2022 April 29, 2022 $ 0.104167

May 20, 2022 May 31, 2022 0.104167

June 22, 2022 June 30, 2022 0.104167

Total Series D Term Preferred Stock Distributions:

Common Stock (1) :

October 22, 2021 October 29, 2021 $ 0.0452

November 19, 2021 November 30, 2021 0.0452

December 23, 2021 December 31, 2021 0.0452

April 22, 2022 April 29, 2022 $ 0.0454

May 20, 2022 May 31, 2022 0.0454

June 22, 2022 June 30, 2022 0.0454

Total Common Stock Distributions:

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements