What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-21 compared with 2022-02-22 · 338 added, 302 removed, 1097 unchanged (37% of the section changed)

9 unchanged sentences

Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2022

Report of Management on Internal Controls over Financial Reporting

To the Stockholders and Board of Directors of Gladstone Land Corporation:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets, provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations;

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Based on our assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

February 21, 2023

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To the Board of Directors and Stockholders of Gladstone Land Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gladstone Land Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income, of equity and of cash flows for the years then ended, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Gladstone Land Corporation and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations and comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

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

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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Purchase Price Allocations for Real Estate Acquisitions – Land Valued Using a Sales Comparison Approach

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

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

As described in Notes 2 and 3 to the consolidated financial statements, during 2022 the Company completed six real estate acquisitions consisting of five farms for a total purchase price of $65 million, which consisted of $30 million of land.

Management allocates the purchase price of real estate to (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values.

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

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others (i) reading the purchase agreements;

These procedures included testing the effectiveness of controls relating to land valued using a sales comparison approach.

These procedures also included, among others (i) reading the purchase agreements;

(ii) testing management’s process for developing the estimated fair value of the land;

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Notes and bonds payable, net 626,400 667,882

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

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

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

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

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

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

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

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of December 31, 2022, and December 31, 2021

59,107 58,696

Accounts payable and accrued expenses 16,266 10,874

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

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

16,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2022;

0 shares authorized, issued, and outstanding as of December 31, 2021

Common stock, $ 0.001 par value;

3 unchanged sentences

Distributions in excess of accumulated earnings ( 114,370 ) ( 80,467 )

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

Accumulated other comprehensive income (loss) 9,007 ( 1,036 )

Total stockholders’ equity 731,362 586,815

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For the Years Ended December 31,

2022 2021 2020

OPERATING REVENUES:

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General and administrative expenses 2,740 2,139 2,102

Write-off of costs associated with offering of Series C cumulative redeemable preferred stock 853 — —

Total operating expenses 55,315 43,614 29,380

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Interest expense ( 25,738 ) ( 24,883 ) ( 20,621 )

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

Dividends declared on Series A and Series D cumulative term preferred stock ( 3,019 ) ( 3,068 ) ( 1,833 )

Loss on dispositions of real estate assets, net ( 3,760 ) ( 2,537 ) ( 2,180 )

Property and casualty recovery, net 68 70

Property and casualty (loss) recovery, net ( 56 ) 68 70

Loss from investments in unconsolidated entities ( 73 ) ( 61 ) ( 4 )

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Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

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Earnings Accumulated

Comprehensive Loss Total

Comprehensive Income (Loss) Total

Stockholders’

Interest 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

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

Comprehensive loss attributable to the Company

Comprehensive income attributable to the Company

— — — — — — — — — — ( 1,110 ) ( 1,110 ) — ( 1,110 )

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Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — — — ( 12,235 ) — ( 12,235 ) — ( 12,235 )

Distributions—OP units and common stock — — — — — — — — — ( 16,491 ) — ( 16,491 ) ( 92 ) ( 16,583 )

Comprehensive income attributable to the Company

— — — — — — — — — — 464 464 — 464

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

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

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

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(In thousands, except share data)

Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive Income (Loss) Total

Stockholders’

Interest Total

of Shares Par

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 — — 6,736,615 7 — — — — 152,732 — — 152,739 — 152,739

Redemptions of Series C Preferred Stock — — ( 38,595 ) — — — — — ( 876 ) ( 25 ) — ( 901 ) — ( 901 )

Redemptions of OP Units — — — — — — — — ( 3,700 ) — — ( 3,700 ) ( 3,970 ) ( 7,670 )

Issuance of common stock, net — — — — — — 840,384 1 21,981 — — 21,982 — 21,982

Net income — — — — — — — — — 4,708 — 4,708 8 4,716

Dividends—Series B Preferred Stock and Series C Preferred Stock

— — — — — — — — — ( 19,693 ) — ( 19,693 ) — ( 19,693 )

Distributions—OP Units and common stock

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For the Years Ended December 31,

2022 2021 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

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Bad debt expense 83 13 17

Write-off of unamortized deferred offering costs associated with cumulative redeemable preferred stock (Series C) 798 — —

Loss on dispositions of real estate assets, net 3,760 2,537 2,180

Property and casualty recovery, net ( 68 ) ( 70 )

Property and casualty loss (recovery), net 56 ( 68 ) ( 70 )

Changes in operating assets and liabilities:

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of preferred and common equity 233,393 130,348

Offering costs ( 6,660 ) ( 6,620 )

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

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

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

Borrowings from lines of credit — — 22,300

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Payments of financing fees ( 948 ) ( 2,717 ) ( 1,172 )

Proceeds from issuance of preferred and common equity 188,106 233,393 130,348

Offering costs ( 13,751 ) ( 6,660 ) ( 6,620 )

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

Redemption of cumulative redeemable preferred stock (Series B and Series C) ( 901 ) ( 248 ) ( 684 )

Proceeds from issuance of cumulative term preferred stock (Series D) — 60,375 —

Payments for redemptions of OP Units ( 7,670 ) — —

Dividends paid on cumulative redeemable preferred stock (Series B and Series C) ( 18,068 ) ( 12,679 ) ( 8,982 )

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Financing fees included in Accounts payable and accrued expenses and Due to related parties, net 42 116 135

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

Unrealized (loss) gain related to interest rate hedging instrument ( 9,007 ) 1,036 ( 1,500 )

Dividends paid on Series C Preferred Stock via additional share issuances 788 185 6

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Only references to the number of farms/properties, acreage, and primary crop use are unaudited.

References to the number of farms/properties, acreage, and primary crop use are unaudited.

BUSINESS AND ORGANIZATION

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

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

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

For the tax years ended December 31, 2022, 2021, and 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

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generally-accepted accounting principles (“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 COVID-19 pandemic, the results of which form the basis for making certain judgments.

Actual results may materially differ from these estimates.

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

We record investments in real estate at cost

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

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

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

We generally compute depreciation using the straight-line method over the shorter of the estimated useful life or 39 years for buildings and improvements, the shorter of the estimated useful life or 40 years for permanent plantings, 5 to 20 years for equipment and fixtures.

We generally compute depreciation using the straight-line method over the shorter of the estimated useful life or 50 years for buildings, improvements, and permanent plantings, and the shorter of the estimated useful life or 5 to 20 years for equipment and fixtures.

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

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Debt issuance costs consist of costs incurred to obtain debt financing, including legal fees, origination fees, and administrative fees.

Costs associated with our long-term borrowings are deferred and amortized over the terms of the respective financings using the straight-line method, which approximates the effective interest method.

Costs associated with our long-term borrowings and term preferred stock securities required to be recorded net of the respective debt for GAAP purposes are deferred and amortized over the terms of the respective financings using the straight-line method, which approximates the effective interest method.

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

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

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

During the years ended December 31, 2022, 2021, and 2020 we recorded approximatel y $ 1.1 million, $ 1.2 million, and $ 756,000 respectively, of total amortization expense related to debt issuance costs.

Deferred Offering Costs

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Accordingly, costs incurred related to our ongoing equity offerings are included in Other assets, net on the accompanying Consolidated Balance Sheets and are ratably applied to the cost of equity as the related securities are issued.

If an equity offering is subsequently terminated, the remaining, unallocated portion of the related deferred offering costs are charged to expense in the period such offering is aborted and recorded as General and administrative expenses on the accompanying Consolidated Statements of Operations and Comprehensive Income.

During the year ended December 31, 2020, we incurred approximately $ 113,000 of costs for an offering that was subsequently aborted and charged such costs to General and administrative expenses on the accompanying Consolidated Statements of Operations and Comprehensive Income.

If an equity offering is subsequently terminated, the remaining, unallocated portion of the related deferred offering costs are charged to expense in the period such offering is aborted and recorded on the accompanying Consolidated Statements of Operations and Comprehensive Income.

Other Assets and Other Liabilities

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

Other assets, net generally consists primarily of net deferred rent assets, rents receivable, deferred offering costs, prepaid expenses, deferred financing costs associated with our lines of credit, operating lease right-of-use assets, deposits on potential real estate acquisitions, the carrying value of five industrial generators used to provide temporary power for newly-drilled wells on certain of our farms, investments in long-term water assets (see Note 3, “Real Estate and Lease Intangibles—Investments in Water Assets ,” for further discussion), net ownership interests in special-purpose LLCs (see “ —Investments in Unconsolidated Entities ” below for further discussion), and the fair value of interest rate swaps if market interest rates are above the fixed rate of the respective swap (see Note 4, “Borrowings—Interest Rate Swap Agreements ,” for further discussion).

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

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Non-controlling Interests

Non-controlling limited interests in our Operating Partnership (“OP Units”) are those OP Units not owned by us.

Non-controlling limited interests in our Operating Partnership are those OP Units not owned by us.

We evaluate whether OP Units held by non-controlling OP Unitholders are subject to redemption features outside of our control.

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Most of our leases contain rental increases at specified intervals, which we recognize on a straight-line basis.

In the event that the collectability of rental payments with respect to any given tenant is in doubt, the revenue recognition pattern for that particular lease would convert from a straight-line basis to a cash basis.

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

Certain other leases provide for additional rental payments that are

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

For leases that are deemed not probable of collection, revenue is recorded as the lesser of (i) the amount that would be recognized on a straight-line basis or (ii) cash that has been received from the tenant (including deferred revenue), with any receivable balances (including deferred rent receivables) charged as a direct write-off against lease revenue in the period of the change in the collectability determination.

If the collectability determination for leases for which revenue is being recorded based on cash received from the tenant subsequently changes to being probable, we resume recognizing revenue,

including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances as if revenue had been recorded on a straight-line basis since the inception of the lease.

As of December 31, 2022, six of our leases with two different tenants were recognized on a cash basis due to the full collectability of the remaining rental payments under the respective leases not being deemed probable.

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

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

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Deferred rent receivable, included in Other assets on the accompanying Consolidated Balance Sheets, includes the cumulative difference between rental revenue as recorded on a straight-line basis and cash rents received from the tenants in accordance with the lease terms.

In addition, we determine, in our judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectible.

In addition, we determine, in our judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectable.

We perform a quarterly review of the net deferred rent receivable balance as it relates to straight-line rents and take into consideration the tenant’s payment history, the financial condition of the tenant, business conditions of the industry in which the tenant operates, and economic and agricultural conditions in the geographic area in which the property is located.

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Tenant recovery revenue includes payments received from tenants as reimbursements for certain operating expenses, such as property taxes and insurance premiums.

These expenses and their subsequent reimbursements are recognized under property operating expenses as incurred and tenant recovery revenue as earned, respectively, and are recorded in the same periods.

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

Involuntary Conversions and Property and Casualty Loss

We account for involuntary conversions, for example, when a nonmonetary asset, such as property or equipment, is involuntarily converted to a monetary asset, such as insurance proceeds, in accordance with ASC 606, “Revenue Recognition – Gains and Losses,” which requires us to recognize a gain or a loss equal to the difference between the carrying amount of the nonmonetary asset and the amount of monetary assets received.

Further, in accordance with ASC 450, “Contingencies,” if recovery of the loss is considered to be probable, we will recognize a receivable for the amount expected to be covered by insurance proceeds, not to exceed the related loss recognized, unless such amounts have been realized.

These expenses and their subsequent reimbursements are recognized under property operating expenses as incurred and lease revenue as earned, respectively, and are recorded in the same periods.

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

(Loss) Gain on Dispositions of Real Estate Assets

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Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled.

In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized.

In addition, we will

establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized.

We perform an annual review for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements.

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

Reclassifications

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

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

Recently-Issued Accounting Pronouncements

In 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.

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

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

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

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

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

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

In December 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848,” to extend temporary relief provided by Topic 848 in accounting for (or recognizing the effects of) reference rate reform on financial reporting by two additional years, to December 31, 2024.

ASU 2022-06 applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

ASU 2022-06 became effective upon the date of issuance but did not have an impact on our consolidated financial statements for the year ended December 31, 2022, and is not expected to have a material impact on our consolidated financial statements going forward.

REAL ESTATE AND INTANGIBLE ASSETS

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Florida 26 22,606 17,639 223,974 109,931

Washington 6 2,529 1,997 64,903 21,059

6 6,320 5,333 54,290 12,789

Colorado 12 32,773 25,577 46,429 27,935

Washington 3 1,384 1,001 37,543 24,921

Nebraska 9 7,782 7,050 30,815 12,118

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

6 898 736 29,445 11,705

Michigan 23 1,892 1,245 23,928 14,204

Texas 1 3,667 2,219 8,175 4,877

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

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

plus long-term water assets, net

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

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

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

(6) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 (which was extended to February 2032 subsequent to December 31, 2021) and February 2025, respectively.

In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 1.1 million as of December 31, 2021 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheets).

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

(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 farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 710,000 as of December 31, 2022 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheets).

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

As of December 31, 2022, this investment had a net carrying value of approximately $ 4.8 million and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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Real estate, net $ 1,325,428 $ 1,283,798

Real estate depreciation expense on these tangible assets was approximately $ 25.9 million and $ 14.9 million for the years ended December 31, 2021 and 2020, respectively.

Real estate depreciation expense on these tangible assets was approximately $ 34.3 million, $ 25.9 million and $ 14.9 million for the years ended December 31, 2022, 2021, and 2020, respectively.

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

As of December 31, 2021 and 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.5 million and $ 2.0 million, respectively.

December 31, 2022 and 2021, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 3.0 million and $ 2.5 million, respectively.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 877,000 , $ 406,000 , and $ 304,000 during the years ended December 31, 2022, 2021, and 2020, respectively.

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

In-place leases 2,174 1,968

In-place lease values 2,763 2,174

Leasing costs 3,088 1,808

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Lease intangibles, net $ 5,702 $ 4,456

(1) Other consists primarily of tenant relationships.

Total amortization expense related to these lease intangible assets was approximately $ 1.3 million and $ 1.7 million for the years ended December 31, 2021 and 2020, respectively.

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

Total amortization expense related to these lease intangible assets was approximately $ 1.0 million, $ 1.3 million, and $ 1.7 million for the years ended December 31, 2022, 2021, and 2020, respectively.

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

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2023 $ 764 $ ( 612 )

2024 707 ( 612 )

2025 621 ( 394 )

2026 536 ( 323 )

2027 535 ( 322 )

Thereafter 2,539 ( 362 )

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2022 Acquisitions

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

During the year ended December 31, 2022, we completed the following acquisitions, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

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Straight-line

Farm Road (3)

Charlotte, FL 5/20/2022 15 0 Adjacent parcel N/A None $ 54 $ 15 $ —

County Road 35 Glenn, CA 6/16/2022 1,374 1 Olives for Olive Oil 14.5 years 1 (5 years) 24,500 55 1,714

Reagan Road (4)

Cochise, AZ 7/13/2022 40 0 Corn 12.5 years None 120 17 39

North Columbia River Road (5)(7)

Franklin & Grant, WA

7/21/2022 1,145 3 Wine Grapes 8.4 years None 30,320 146 2,296

Prunedale Road (6)(7)

7/21/2022 172 1 Wine Grapes 10.4 years None 7,008 36 286

Phelps Avenue (8)

Fresno, CA 12/29/2022 443 0 Open ground and water credits 5.0 years 1 (5 years) 3,100 72 25

3,189 5 $ 65,102 $ 341 $ 4,360

(1) Includes approximately $ 27,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

(2) Unaudited;

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

(3) Represents the acquisition of a parcel of land adjacent to an existing farm, providing additional road access to such farm.

No new lease was executed related to this acquisition.

(4) Represents the acquisition of a parcel of farmable land adjacent to an existing farm.

Subsequent to acquisition, we spent approximately $ 153,000 to install certain improvements on this property.

(5) Upon acquisition, we executed three new leases with the existing tenants on these farms.

The lease terms above represent the weighted-average lease term and aggregate annualized straight-line rent of these three leases.

(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 an irrigation system providing water to this and other neighboring properties.

Our acquired ownership, which equated to an 11.3 % interest in the LLC, was valued at approximately $ 2.7 million at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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

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

In connection with the acquisition of these vineyards, we committed to provide up to an aggregate amount of $ 2.2 million for certain irrigation and vineyard improvements on these farms, for which we will earn additional rent as the funds are disbursed by us.

(8) Represents the acquisition of three parcels of land adjacent to an existing farm that will initially be utilized for its water rights (including additional surface water rights and groundwater pumping rights) to be used on nearby farms.

In addition, a portion of this acquisition was leased back to the seller.

During the year ended December 31, 2022, in the aggregate, we recognized operating revenues of approximately $ 2.1 million and net income of approximately $ 244,000 related to the above acquisitions.

2021 Acquisitions

During the year ended December 31, 2021, we completed the following acquisitions, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

Location Acquisition

Farms Primary

Crop(s) / Use Lease

Options Total

Price Acquisition

Straight-line

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

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

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

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

We executed this contract on October 11, 2021, at an additional cost of approximately $ 1.2 million, which is included in the total purchase price for this property in the table above.

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

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

2020 Acquisitions

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

Property Name Property

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 $ 416

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)

7,347 226 432

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

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

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

31,827 77 1,752

Tractor Road Bamberg & Orangeburg, SC 10/23/2020 597 3 Sod 9.5 years None 3,765 72 244

American Ave Fresno, CA 12/11/2020 236 1 Current:

Table grapes;

Almonds 19.9 years 1 ( 5 years)

Round Mountain Ventura, CA 12/15/2020 368 3 Misc.

vegetables 1.6 years None 20,750 66 949

West Sierra Tulare, CA 12/17/2020 4,642 1 Almonds, pomegranates (conventional & organic), pistachios, and oats 9.9 years 1 ( 10 years)

61,500 112 3,886

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

34,300 57 2,234

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

31,700 105 1,885

Fountain Springs (4)

Tulare, CA 12/31/2020 160 1 Citrus (mandarins & lemons) 7.8 years 2 ( 5 years)

14,544 26 $ 255,991 $ 1,086 $ 15,013

(1) Includes approximately $ 75,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

(2) Unaudited;

based on the minimum cash rental payments guaranteed under the respective 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 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.

(5) Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option should the tenant become physically unable to continue farming operations on the property, 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 Consolidated Balance Sheets.

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

(7) Lease provides for an initial term of 5.1 years but also includes an annual tenant termination option should the tenant become physically unable to continue farming operations on the property, effective as of the end of the then-current lease year (as defined within the lease).

(8) 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 $ 294,000 at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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

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

Purchase Price Allocations

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Below-market lease values (2)

( 1,321 ) ( 58 )

Investment in LLC (1)

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

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

(3) Includes the value attributable to the water purchase contracts acquired as part of the acquisition of Lerdo Highway, plus approximately $ 2.8 million paid to execute the contracts subsequent to the acquisition.

Acquired Intangibles and Liabilities

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

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

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

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

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

the Umatilla LLC was 9.1 %.

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

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 December 31, 2022, our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.00 % and 20.4 %, 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 years ended December 31, 2022, 2021, and 2020, we recorded an aggregate loss of approximately $ 73,000 , $ 61,000 , and $ 4,000 , respectively (included in Loss from investments in unconsolidated entities on our Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC.

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

As of December 31, 2022 and 2021, our combined ownership interest in the Fresno LLC and Umatilla

LLC had an aggregate carrying value of approximately $ 5.8 million and $ 3.1 million, respectively, and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

Investments in Water Assets

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

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

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

The following tables summarize the future lease payments to be received under noncancellable leases as of December 31, 2022 (dollars in thousands):

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Thereafter 195,711

Leases—Cash Basis Recognition

As of December 31, 2022, due to credit issues with two of our tenants, we determined that the full collectability of the remaining rental payments under the respective leases with these two tenants was not deemed to be probable.

As such, during the three months ended December 31, 2022, we began recognizing lease revenues from the six leases with these two tenants ( three on farms in California and three on farms in Michigan) on a cash basis.

We are continuing to work with the current tenants and will seek to come to an agreement for the remaining rental payments, if possible.

Such agreement, if one can be reached, may include placing these tenants on payment plans, deferring a portion of the rent owed to us, or agreeing to terminate the respective leases.

In the event of a termination, we estimate that we would be able to find new tenants to lease each of these properties to at market rental rates within 1 to 12 months.

During the year ended December 31, 2022, we recorded lease revenues from these six leases of approximately $ 258,000 (including approximately $ 31,000 of participation rents), as compared to approximately $ 1.7 million (including approximately

$ 121,000 of participation rents) and approximately $ 1.5 million (including approximately $ 221,000 of participation rents) during the years ended December 31, 2021 and 2020, respectively.

Portfolio Concentrations

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

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

See Note 11, “ Subsequent Events—California Floods, ” for a discussion on damage caused on certain of our farms by the recent floods that occurred in California.

No other single state accounted for more than 10.0% of the total rental revenue recorded during the year ended December 31, 2022.

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Variable-rate notes payable 1,104 2,856 5.25 %

1,714 45,525 3.00 %– 3.00 %;

10/1/2040–10/1/2040;

Fixed-rate bonds payable 77,776 86,052 2.13 %– 4.57 %;

1/12/2023–12/30/2030;

November 2024

Total notes and bonds payable 629,854 671,573

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

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

As of December 31, 2022, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.2 billion.

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

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

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

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 “Prior 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 “Current 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 Prior MetLife Facility remained unchanged.

The following table summarizes the pertinent terms of the Current MetLife Facility as of December 31, 2022 (dollars in thousands, except for footnotes):

Issuance Aggregate

2 unchanged sentences

Outstanding Interest Rate Terms Undrawn

Commitment (1)

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

2020 MetLife Term Note 75,000 (3)

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

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

Total principal outstanding $ 37,000

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

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

In addition, through December 31, 2022, the 2020 MetLife Term Note is also subject to an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under the 2020 MetLife Term Note).

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

2022 MetLife Term Note 100,000 (3)

1/5/2032 — (4)

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

(1) Based on the properties that were pledged as collateral under the Current MetLife Facility, as of December 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).

Under the 2020 MetLife Facility, we are generally allowed to borrow up to 60 % of the aggregate of the lower of cost or the appraised value of the pool of agricultural real estate pledged as collateral.

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

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

(3) If the aggregate commitments under the 2020 MetLife Term Note and the 2022 MetLife Term Note are not fully utilized by December 31, 2024, MetLife has no obligation to disburse the additional funds under either note.

(4) Interest rates on future disbursements under each of the 2020 MetLife Term Note and the 2022 MetLife Term Note will be based on prevailing market rates at the time of such disbursements.

In addition, through December 31, 2024, the 2020 MetLife Term Note and the 2022 MetLife Term Note are each subject to an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under the respective note).

Under the Current MetLife Facility, we are generally allowed to borrow up to 60 % of the aggregate of the lower of cost or the appraised value of the pool of agricultural real estate pledged as collateral.

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

Farmer Mac Facility

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

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

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

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

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

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

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 principal 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 is December 31, 2030.

During the year ended December 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 Dates Principal Amortization Stated Interest Rate Interest Rate Terms

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

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

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

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

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

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

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

As of December 31, 2022, we had approximately $ 77.8 million of bonds issued and outstanding under the Farmer Mac Facility.

Farm Credit Notes Payable

From time to time since September 2014 through December 31, 2021, 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”).

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 year ended December 31, 2022, we entered into the following loan agreements with Farm Credit (dollars in thousands):

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Interest Rate Terms

Farm Credit West, FLCA (2)

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

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

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

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

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

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

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

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) 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 %.

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

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

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

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

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

Other Borrowings

During the year ended December 31, 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

Rabo AgriFinance, LLC (1)

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

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

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 , and during the three months ended September 30, 2022, we received approximately $ 113,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2022 interest patronage (which relates to interest accrued during 2022 but is typically paid during the first half of 2023) early.

2021 interest patronage (which was recorded during the three months ended March 31, 2022) 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 December 31, 2022, for the succeeding years are as follows (dollars in thousands):

For the Fiscal Years Ending December 31, Scheduled

Principal Payments

Period Scheduled Principal Payments

For the fiscal years ending December 31:

2023 $ 44,511 (1)

Thereafter 435,151

(1) Subsequent to December 31, 2022, we repaid $ 8.1 million of expiring bonds.

During the year ended December 31, 2022, we repaid approximately $ 36.6 million of maturing loans.

On a weighted-average basis, these borrowings bore interest at a stated rate of 4.28 % and an effective interest rate (after interest patronage) of 3.00 %.

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

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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 equivalent to the respective stipulated floating rates.

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

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 Consolidated Balance Sheets.

Generally, in the absence of observable market data, we will estimate the fair values 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.

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.

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 December 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, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the 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 swaps as of December 31, 2021 and 2020 (dollars in thousands):

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

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 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 $ 2.3 million will be reclassified as a reduction to interest expense.

Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives, and other contracts.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

As of December 31, 2022, we elected to apply hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

Application of the hedge accounting expedients preserves the presentation of derivatives consistent with past presentation.

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

Period Number of Instruments Aggregate Notional Amount

As of December 31, 2022 4 $ 73,392

As of December 31, 2021 5 82,980

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

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

Derivative in cash flow hedging relationship:

Interest rate swaps $ 464 $ ( 1,110 )

Total $ 464 $ ( 1,110 )

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

Derivative Liability Fair Value

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

Derivative Asset (Liability) Fair Value

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

Derivatives Designated as Hedging Instruments:

Interest rate swaps Other assets, net $ 9,007 $ —

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

Total $ 9,007 $ ( 1,036 )

The following table presents the amount of income (loss) recognized in comprehensive income within our consolidated financial statements for the years ended December 31, 2022, 2021, and 2020 (dollars in thousands):

For the Years Ended

December 31, 2022 December 31, 2021 December 31, 2020

Derivative in cash flow hedging relationship:

Interest rate swaps $ 10,043 $ 464 $ ( 1,110 )

Total $ 10,043 $ 464 $ ( 1,110 )

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

MANDATORILY-REDEEMABLE PREFERRED STOCK

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

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

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

In connection with this early redemption, we wrote off approximately $ 127,000 of unamortized issuance costs related to the issuance of the Series A Term Preferred Stock.

Series D Term Preferred Stock

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

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

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

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

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As of December 31, 2022, the fair value of our Series D Term Preferred Stock was approximately $ 56.5 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.

The fair value of our Series D

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

The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on December 31, 2022, of $ 23.41 .

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

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Base Management Fee

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

Pursuant to the 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.

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The capital gains fee shall equal:

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

(i) 15 % of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate

capital gains fees paid in prior periods.

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

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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.

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

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

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

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Dealer-Manager Agreements

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

On February 20, 2020, we entered into a dealer-manager agreement (the “Series C Dealer-Manager

Agreement” and together with the Series B Dealer-Manager Agreement, the “Dealer-Manager Agreements”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “ Equity-Equity Issuances- Series C Preferred Stock ”).

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

We have entered into dealer-manager agreements with Gladstone Securities (collectively, the “Dealer-Manager Agreements”), pursuant to which Gladstone Securities served or serves as our exclusive dealer-manager in connection with the offering of our Series B Preferred Stock, Series C Preferred Stock, and Series E Preferred Stock (each as defined in Note 8, “ Equity—Equity Issuances ”).

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

• With regard to the Series B Preferred Stock:

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• With regard to the Series C Preferred Stock:

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

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

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

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

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

• With regard to the Series E Preferred Stock:

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

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

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

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

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

During the year ended December 31, 2020 , we paid total Series B Selling Commissions and Series B Dealer-Manager Fees to Gladstone Securities of approximately $ 2.5 million in connection with sales of the Series B Preferred Stock.

During the years ended December 31, 2022, 2021, and 2020, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 13.5 million, $ 5.0 million, and $ 2.2 million, respectively, in connection with sales of the Series C Preferred Stock.

In addition, during the year ended December 31, 2020 , we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 2.5 million in connection with sales of the Series B Preferred Stock.

The offering of the Series B Preferred Stock was completed on March 9, 2020, and the security was listed on Nasdaq under the ticker “LANDO” during the year ended December 31, 2021 .

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

As of December 31, 2022, we had not paid any Selling Commissions or Dealer-Manager Fees to Gladstone Securities in connection with sales of the Series E Preferred Stock, as we had yet to sell any shares of the Series E Preferred Stock.

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

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For the Years Ended December 31,

2022 2021 2020

Base management fee (1)(2)

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Incentive fee (1)(2)

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

3,225 3,901 3,038

Total fees to our Adviser $ 11,532 $ 10,230 $ 7,327

Administration fee (1)(2)

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Operating Obligations

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):

In connection with the execution of certain lease agreements, we have committed to provide capital improvements on certain of our farms.

Below is a summary of certain of those projects for which we have incurred or accrued costs as of December 31, 2022 (dollars in thousands):

Location Farm

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Lucie, FL 549 $ 230 Q3 2023 $ 201

Santa Barbara, CA 271 4,000 (2)

Q3 2022 2,427

Manatee, FL 590 280 Q4 2022 —

Manatee, FL 271 280 Q4 2022 —

Hillsborough, FL 55 2,250 (2)

Q4 2022 1,554

Charlotte, FL 975 3,000 (2)

Napa, CA 270 1,548 (2)

Umatilla, OR 135 2,750 (2)

Q4 2023 2,090

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Q3 2024 1,146

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

Ventura, CA 402 1,000 (2)

Napa, CA 270 1,635 (2)

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

Yuma, AZ 3,033 941 (2)

Franklin & Grant, WA, & Umatilla, OR 1,126 2,169 (2)

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

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

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

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

Period Future Lease Payments (1)

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We are not currently subject to any material known or threatened litigation.

Amendment to Articles of Incorporation

Amendment to Articles of Incorporation and Operating Partnership Agreement

On February 20, 2020, we filed with the State Department of Assessments and Taxation of Maryland an Articles Supplementary (i) setting forth the rights, preferences, and terms of the Series C Preferred Stock and (ii) reclassifying and designating 26,000,000 shares of our authorized and unissued shares of common stock as shares of Series C Preferred Stock.

On January 13, 2021, we further amended our articles of incorporation (i) setting forth the rights, preferences, and terms of the Series D Term Preferred Stock and (ii) reclassifying and designating 3,600,000 shares of our authorized and unissued shares of common stock as shares of Series D Term Preferred Stock.

Amendment to Operating Partnership Agreement

In connection with the authorization of the Series C Preferred Stock, the Operating Partnership adopted the Fourth Amendment to its First Amended and Restated Agreement of Limited Partnership (collectively, the “Amendment”), establishing the rights, privileges, and preferences of 6.00 % Series C Cumulative Redeemable Preferred Units (the “Series C Preferred OP Units”).

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

Generally, the Series C

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

On January 13, 2021, we further amended our Operating Partnership agreement in order to establish the rights, privileges, and preferences of 5.00 % Series D Cumulative Term Preferred Units (the “Series D Term Preferred Units”).

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

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

In connection with the authorization of the Series C Preferred Stock, we amended our Operating Partnership agreement to provide for the establishment and issuance of an equal number of 6.00 % Series C Cumulative Redeemable Preferred Units (the “Series C Preferred OP Units”) as are issued shares of the Series C Preferred Stock by the Company.

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

On January 13, 2021, we amended our articles of incorporation (i) setting forth the rights, preferences, and terms of the Series D Term Preferred Stock and (ii) reclassifying and designating 3,600,000 shares of our authorized and unissued shares of common stock as shares of Series D Term Preferred Stock.

In connection with the authorization of the Series D Term Preferred Stock, we amended our Operating Partnership agreement to provide for the establishment and issuance of an equal number of 5.00 % Series D Cumulative Term Preferred Units (the “Series D Term Preferred Units”) as are issued shares of the Series D Term Preferred Stock by the Company.

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

On November 9, 2022, we further amended our articles of incorporation (i) reclassifying and designating 15,551,347 authorized but unissued shares of our Series C Preferred Stock and 1,185,000 authorized but unissued shares of our Series D Term Preferred Stock as shares of common stock, (ii) setting forth the rights, preferences, and terms of the Series E Preferred Stock, and (iii) reclassifying and designating 16,000,000 shares of our authorized and unissued shares of common stock as shares of Series E Term Preferred Stock.

In connection with the authorization of the Series E Preferred Stock, we amended our Operating Partnership agreement to provide for the establishment and issuance of an equal number of 5.00 % Series E Cumulative Redeemable Preferred Units (the “Series E Preferred OP Units”) as are issued shares of the Series E Preferred Stock by the Company.

Generally, the Series E Preferred OP Units have preferences, distribution rights, and other provisions substantially equivalent to those of the Series E Preferred Stock.

Registration Statement

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

Through December 31, 2021, we had issued a total of 3,503,391 shares of Series C Preferred Stock for gross proceeds of approximately $ 86.9 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 12,575,252 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 241.2 million under the 2020 Registration Statement.

Through December 31, 2022, we had issued a total of approximately 10,240,006 shares of Series C Preferred Stock for gross proceeds of approximately $ 253.6 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 13,703,939 shares of common stock (including common stock issued to redeem OP units) for gross proceeds of approximately $ 267.8 million under the Registration Statement.

Equity Issuances

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

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

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

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

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Series C Preferred Stock

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

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

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

On August 24, 2022, we amended the Series C Offering, to (i) reduce the amount of shares of the Series C Preferred Stock offered through the Primary Series C Offering to 10,200,000 , (ii) reduce the amount of shares of the Series C Preferred Stock offered pursuant to the DRIP to 200,000 , and (iii) reduce the duration of the period during which shares of the Series C Preferred Stock may be offered for sale through the Primary Series C Offering to the earlier of (a) December 31, 2022 (unless earlier terminated or extended by our Board of Directors) or (b) the date on which all 10,200,000 shares of the Series C Preferred Stock offered in the Primary Series C Offering are sold.

The offering period for the DRIP will terminate on the earlier of (1) the issuance of all 200,000 shares of Series C Preferred Stock under the DRIP and (2) the listing of the Series C Preferred Stock on Nasdaq or another national securities exchange.

The following table provides information on sales of the Series C Preferred Stock that occurred during the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except per-share amounts):

Years Ended December 31,

2022 2021 2020

Number of shares sold (1)

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(1) Excludes shares issued pursuant to the DRIP.

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

During the years ended December 31, 2022, 2021, and 2020, we issued approximately 34,628 shares, 7,791 shares, and 258 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP.

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

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

As of December 31, 2021, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 704,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

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

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

In addition, during the years ended December 31, 2022, 2021, and 2020, 38,595 shares, 9,920 shares, and 138 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $ 901,000 , $ 248,000 and $ 3,000 , respectively.

The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold.

Exclusive of redemptions, the Primary Series C Offering resulted in total gross proceeds of approximately $ 252.6 million and net proceeds, after deducting Series C Selling Commissions, Series C Dealer-Manager Fees, and offering expenses payable by us, of approximately $ 230.5 million.

In conjunction with the amendment of the Series C Offering, which reduced the amount of shares of Series C Preferred Stock to be offered, during the year ended December 31, 2022, we expensed approximately $ 798,000 of unamortized deferred offering costs.

These costs were recorded to Write-off of costs associated with the offering of Series C cumulative redeemable preferred stock on the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2022.

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

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

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

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

however, we intend to apply to list the Series C Preferred Stock on Nasdaq or another national securities exchange by December 31, 2023, though there can be no assurance that a listing will be achieved in such timeframe, or at all.

Series E Preferred Stock

On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our newly-designated 5.00 % Series E Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share.

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

As of December 31, 2022, no shares of the Series E Preferred Stock had been sold.

Refer to Note 11, “Subsequent Events—Equity Activity—Series E Preferred Stock,” for sales of the Series E Preferred Stock completed subsequent to December 31, 2022.

The Series E Offering will terminate on the date (the “Series E Termination Date”) that is the earlier of (i) December 31, 2025 (unless terminated or extended by its Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offering in the Series E Offering are sold.

There is currently no public market for shares of Series E Preferred Stock.

The Company intends to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Series E Termination Date;

however, there can be no assurance that a listing will be achieved in such timeframe, or at all.

Follow-on Offerings

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Years Ended December 31,

2022 2021 2020

Number of shares sold 840,384 7,990,994 3,096,558

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

During the year ended December 31, 2022, we redeemed those 204,778 OP units with a cash payment of approximately $ 7.7 million or $ 37.45 per OP unit.

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

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Series D Term Preferred Stock (1)(3)

1.250004 1.184031 —

Common Stock (4)

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For the Year Ended December 31, 2022

Series B Preferred Stock 34.205000 % 65.795000 % — %

Series C Preferred Stock 34.205000 % 65.795000 % — %

Series D Term Preferred Stock 34.205000 % 65.795000 % — %

Common Stock — % 100.000000 % — %

For the Year Ended December 31, 2021:

Series A Term Preferred Stock 54.534493 % 45.465507 % — %

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For the Years Ended December 31,

2022 2021 2020

Fixed lease payments (1)

1 unchanged sentence

Variable lease payments (2)

7,813 5,320 5,654

Lease revenue, net (3)

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

During the years ended December 31, 2021 and 2020, we recorded participation rents of approximately $ 5.2 million and $ 2.4 million respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 101,000 and $ 456,000 , respectively.

During the years ended December 31, 2022, 2021, and 2020, we recorded participation rents of approximately $ 7.7 million, $ 5.2 million, and $ 2.4 million, respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 110,000 , $ 101,000 , and $ 457,000 , respectively.

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

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

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

For the Years Ended December 31,

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

2022 2021 2020

Net loss attributable to common stockholders $ ( 15,010 ) $ ( 8,763 ) $ ( 4,396 )

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SUBSEQUENT EVENTS

California Floods

In January 2023, periods of heavy rainfall in California resulted in floods that impacted several areas of the state, including regions where certain of our farms are located.

As a result of this flooding, one of our farms in the Central Valley suffered damage to certain structures located on the farm.

We are still in the process of assessing the damage, but at this time, we do not expect the cost of repairs to exceed $ 1.0 million.

In addition, we expect the damage to be fully covered by either insurance or the tenant’s obligations pursuant to the lease.

None of our other farms in California were materially impacted by the floods.

Financing Activity

Borrowing Activity

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

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

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

Interest Rate Terms

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

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

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

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

MetLife Facility

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

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

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

Treasury plus a spread to be determined by the lender.

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

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

All other material items of the MetLife Facility remained unchanged.

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

Debt Activity—Loan Maturities

Subsequent to December 31, 2022, we repaid an $ 8.1 million maturing bond that bore interest at an annual rate of 3.53 %.

Equity Activity

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Per Share Gross Proceeds Net Proceeds (1)

Series C Preferred Stock (2)

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

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

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

Series E Preferred Stock 34,600 $ 24.96 $ 864 $ 779

Common Stock – ATM Program 663,585 19.72 13,084 12,953

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

Distributions

On January 11, 2022, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:

On January 10, 2023 our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock (distributions to holders of our Series E Preferred Stock were authorized and declared on January 18, 2023):

Issuance Record Date Payment Date Distribution per Share

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Total Series C Preferred Stock Distributions:

Series E Preferred Stock:

January 26, 2023 February 6, 2023 $ 0.104167

February 23, 2023 March 6, 2023 0.104167

March 29, 2023 April 6, 2023 0.104167

Total Series E Preferred Stock Distributions:

Series D Term Preferred Stock:

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9/8/2017 4,449 5,286 401 3,739 — — — 5,286 401 3,739 9,426 ( 2,728 )

Baca County, Colorado Land & Improvements

10/2/2017 — 924 — — — — — 924 — — 924 —

Fresno County, California:

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Charlotte County, FL Land & Improvements & Horticulture 12/16/2021 4,742 7,275 75 — 2,034 1,224 — 9,309 1,299 — 10,608 ( 16 )

Glenn, California Land & Improvements 6/16/2022 — 16,184 1,298 5,933 34 502 — 16,218 1,800 5,933 23,951 ( 400 )

Franklin & Grant, Washington Land & Improvements & Horticulture 7/21/2022 — 11,437 1,607 15,798 162 7 41 11,599 1,614 15,839 29,052 ( 1,197 )

Umatilla, Oregon Land & Improvements & Horticulture 7/21/2022 — 344 564 2,858 1 42 197 345 606 3,055 4,006 ( 72 )

Miscellaneous Investments Various 29,752 39,771 11,689 10,031 264 6,374 3,262 40,035 18,063 13,293 71,392 ( 6,781 )

$ 629,954 $ 832,446 $ 156,971 $ 352,795 $ 13,333 $ 71,395 $ 5,454 $ 845,779 $ 228,366 $ 358,249 $ 1,432,395 $ ( 106,966 )

(1) The aggregate cost for land, buildings, improvements and long-lived horticulture plantings for federal income tax purposes is approximately $ 1.3 billion.

(2) The Company computes depreciation using the straight-line method over the shorter of the estimated useful life or 39 years for buildings and improvements, the shorter of the estimated useful life or 40 years for permanent plantings, 5 to 20 years for equipment and fixtures and the shorter of the useful life or the remaining lease term for tenant improvements.

(1) The aggregate cost for land, buildings, improvements, and permanent plantings for federal income tax purposes is approximately $ 1.5 billion.

(2) The Company computes depreciation using the straight-line method over the shorter of the estimated useful life or 50 for buildings, improvements, and permanent plantings;

5 to 20 years for equipment and fixtures;

and the shorter of the useful life or the remaining lease term for tenant improvements.

The following table reconciles the change in the balance of real estate during the years ended December 31, 2022 and 2021, respectively (dollars in thousands):

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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-K

Item 8. Financial Statements and Supplementary Data