What changed in this filing

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Item 1. Financial Statements

2023-05-08 compared with 2022-11-08 · 235 added, 403 removed, 455 unchanged (58% of the section changed)

3 unchanged sentences

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

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Real estate, at cost $ 1,431,761 $ 1,432,394

8 unchanged sentences

Notes and bonds payable, net 598,957 626,400

Series D mandatorily-redeemable 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 September 30, 2022, and December 31, 2021

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 March 31, 2023, and December 31, 2022

59,210 59,107

6 unchanged sentences

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

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of September 30, 2022, and December 31, 2021

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of March 31, 2023, and December 31, 2022

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

25,967,227 shares authorized, 8,992,776 shares issued and outstanding as of September 30, 2022;

25,941,527 shares authorized, 10,195,602 shares issued and outstanding as of March 31, 2023;

25,951,347 shares authorized, 10,191,353 shares issued and outstanding as of December 31, 2022

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

16,000,000 shares authorized, 60,200 shares issued and outstanding as of March 31, 2023;

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

Common stock, $ 0.001 par value;

63,976,708 shares authorized, 34,704,005 shares issued and outstanding as of September 30, 2022;

48,002,408 shares authorized, 35,713,982 shares issued and outstanding as of March 31, 2023;

47,992,588 shares authorized, 35,050,397 shares issued and outstanding as of December 31, 2022

1 unchanged sentence

Distributions in excess of accumulated earnings ( 123,594 ) ( 114,370 )

Accumulated other comprehensive income (loss) 9,455 ( 1,036 )

Accumulated other comprehensive income 7,359 9,007

Total stockholders’ equity 734,880 731,362

6 unchanged sentences

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

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

2022 2021 2022 2021

For the Three Months Ended March 31,

OPERATING REVENUES:

8 unchanged sentences

General and administrative expenses 786 684

Write-off of costs associated with offering of Series C cumulative redeemable preferred stock 851 — 851 —

Total operating expenses 13,757 13,364

2 unchanged sentences

Interest expense ( 6,036 ) ( 6,448 )

Dividends declared on Series A and Series D cumulative term preferred stock ( 755 ) ( 755 ) ( 2,264 ) ( 2,314 )

Dividends declared on cumulative term preferred stock ( 755 ) ( 755 )

Loss on dispositions of real estate assets, net ( 481 ) ( 976 )

Property and casualty recovery, net — — 49 —

Property and casualty (loss) recovery, net ( 1,016 ) 49

Loss from investments in unconsolidated entities ( 27 ) ( 29 )

3 unchanged sentences

NET INCOME ATTRIBUTABLE TO THE COMPANY 1,750 1,178

Dividends declared on Series B and Series C cumulative redeemable preferred stock ( 5,389 ) ( 3,111 ) ( 13,786 ) ( 8,814 )

Loss on extinguishment of Series C cumulative redeemable preferred stock ( 9 ) ( 23 ) ( 15 ) ( 23 )

Dividends declared on cumulative redeemable preferred stock ( 6,068 ) ( 3,912 )

Loss on extinguishment of cumulative redeemable preferred stock ( 2 ) ( 3 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 4,320 ) $ ( 2,737 )

3 unchanged sentences

Basic and diluted 35,547,397 34,285,002

COMPREHENSIVE INCOME :

Net income attributable to the Company $ 1,804 $ 1,495 $ 3,597 $ 1,518

NET INCOME $ 1,750 $ 1,187

Change in fair value related to interest rate hedging instruments ( 1,648 ) 4,730

COMPREHENSIVE INCOME 102 5917

Net income attributable to non-controlling interests — ( 9 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 102 $ 5,908

3 unchanged sentences

(In thousands, except share data)

Three Months Ended September 30, 2022

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Interests Total

of Shares Par

Balance at June 30, 2022 5,956,065 $ 6 6,529,895 $ 7 34,520,068 $ 35 $ 742,070 $ ( 96,442 ) $ 6,256 $ 651,932 $ — $ 651,932

Issuance of Series C Preferred Stock, net — — 2,480,956 2 — — 56,272 — — 56,274 — 56,274

Redemptions of Series C Preferred Stock — — ( 18,075 ) — — — ( 411 ) ( 9 ) — ( 420 ) — ( 420 )

Issuance of common stock, net — — — — 183,937 — 4,563 — — 4,563 — 4,563

Net income — — — — — — — 1,804 — 1,804 2 1,806

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 5,389 ) — ( 5,389 ) — ( 5,389 )

Distributions—OP Units and common stock — — — — — — — ( 4,739 ) — ( 4,739 ) — ( 4,739 )

Comprehensive income attributable to the Company — — — — — — — — 3,199 3,199 — 3,199

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

Balance at September 30, 2022 5,956,065 $ 6 8,992,776 $ 9 34,704,005 $ 35 $ 802,496 $ ( 104,775 ) $ 9,455 $ 707,226 $ — $ 707,226

Nine Months Ended September 30, 2022

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Three Months Ended March 31, 2023

Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

Capital Distributions

4 unchanged sentences

Interests Total

of Shares Par

Balance at December 31, 2022 5,956,065 $ 6 10,191,353 $ 10 — $ — 35,050,397 $ 35 $ 836,674 $ ( 114,370 ) $ 9,007 $ 731,362 $ — $ 731,362

1 unchanged sentence

Redemptions of Series C Preferred Stock — — ( 9,820 ) — — — — — ( 223 ) ( 2 ) — ( 225 ) — ( 225 )

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

Issuance of common stock, net — — — — 493,992 1 14,884 — — 14,885 — 14,885

Net income — — — — — — — 3,597 — 3,597 9 3,606

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 13,786 ) — ( 13,786 ) — ( 13,786 )

Distributions—OP Units and common stock — — — — — — — ( 14,104 ) — ( 14,104 ) ( 28 ) ( 14,132 )

Comprehensive income attributable to the Company — — — — — — — — 10,491 10,491 — 10,491

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 1,738 ) — — ( 1,738 ) 1,738 —

Balance at September 30, 2022 5,956,065 $ 6 8,992,776 $ 9 34,704,005 $ 35 $ 802,496 $ ( 104,775 ) $ 9,455 $ 707,226 $ — $ 707,226

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

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(In thousands, except share data)

Three Months Ended September 30, 2021

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Interests Total

of Shares Par

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

Issuance of Series C Preferred Stock, net — — 581,069 1 — — 13,253 — — 13,254 — 13,254

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

Issuance of Series E Preferred Stock, net — — — — 60,200 — — — 1,349 — — 1,349 — 1,349

Issuance of common stock, net — — — — — — 663,585 1 12,945 — — 12,946 — 12,946

Net income — — — — — — — — — 1,750 — 1,750 — 1,750

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 3,111 ) — ( 3,111 ) — ( 3,111 )

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 6,068 ) — ( 6,068 ) — ( 6,068 )

Distributions—OP Units and common stock — — — — — — — — — ( 4,904 ) — ( 4,904 ) — ( 4,904 )

Comprehensive income attributable to the Company — — — — — — — — — — ( 1,648 ) ( 1,648 ) — ( 1,648 )

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 117 ) — — ( 117 ) 117 —

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

Nine Months Ended September 30, 2021

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Balance at March 31, 2023 5,956,065 $ 6 10,195,602 $ 10 60,200 $ — 35,713,982 $ 36 $ 851,063 $ ( 123,594 ) $ 7,359 $ 734,880 $ — $ 734,880

Three Months Ended March 31, 2022

Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

Capital Distributions

4 unchanged sentences

Interests 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

1 unchanged sentence

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

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

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

Net income — — — — — — — — — 1,178 — 1,178 9 1,187

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 8,814 ) — ( 8,814 ) — ( 8,814 )

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 3,912 ) — ( 3,912 ) — ( 3,912 )

Distributions—OP Units and common stock — — — — — — — — — ( 4,664 ) — ( 4,664 ) ( 28 ) ( 4,692 )

1 unchanged sentence

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

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

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

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

2 unchanged sentences

(In thousands)

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Bad debt expense 32 67

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

Loss on dispositions of real estate assets, net 481 976

Property and casualty recovery, net ( 49 ) —

Property and casualty loss (recovery), net 1,016 ( 49 )

Changes in operating assets and liabilities:

4 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of new real estate assets ( 59,102 ) ( 144,253 )

Capital expenditures on existing real estate assets ( 2,871 ) ( 3,518 )

Contributions to unconsolidated real estate entities ( 2,749 ) —

Deposits on prospective real estate acquisitions and investments ( 145 ) ( 54 )

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of preferred and common equity 151,237 161,318

Offering costs ( 11,318 ) ( 4,359 )

Redemptions of cumulative redeemable preferred stock (Series B and Series C) ( 531 ) ( 248 )

Payments for redemptions of OP Units ( 7,669 ) —

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

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

Borrowings from notes and bonds payable — 5,122

1 unchanged sentence

Payments of financing fees — ( 708 )

Dividends paid on cumulative redeemable preferred stock (Series B and Series C) ( 12,581 ) ( 9,370 )

Proceeds from issuance of preferred and common equity 14,690 48,823

Offering costs ( 361 ) ( 3,285 )

Redemptions of cumulative redeemable preferred stock ( 225 ) ( 59 )

Dividends paid on cumulative redeemable preferred stock ( 5,741 ) ( 3,599 )

Distributions paid on non-controlling common interests in Operating Partnership — ( 28 )

Distributions paid on common stock ( 4,904 ) ( 4,664 )

Net cash provided by financing activities 75,852 186,418

NET INCREASE IN CASH AND CASH EQUIVALENTS 20,298 57,273

Net cash (used in) provided by financing activities ( 24,111 ) 28,692

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 22,413 ) 32,673

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 61,141 16,708

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 38,728 $ 49,381

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

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

For the Nine Months Ended September 30,

NON-CASH INVESTING AND FINANCING INFORMATION:

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

Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net $ 712 $ 5,162

1 unchanged sentence

Financing fees included in Accounts payable and accrued expenses and Due to related parties, net — 20

Unrealized gain related to interest rate hedging instruments 9,455 987

Unrealized loss related to interest rate hedging instruments ( 7,359 ) ( 3,694 )

Dividends paid on Series C Preferred Stock via additional share issuances 320 119

7 unchanged sentences

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

As of September 30, 2022, and December 31, 2021, the Company owned 100.0 % and approximately 99.4 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

As of March 31, 2023 , and December 31, 2022, the Company owned 100.0 % of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

Gladstone Land Advisers, Inc.

2 unchanged sentences

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

For the nine months ended September 30, 2022, and for the tax year ended December 31, 2021, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

For the three months ended March 31, 2023, and for the tax year ended December 31, 2022, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

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

8 unchanged sentences

Securities and Exchange Commission (the “SEC”) on February 21, 2023 (the “Form 10-K”).

The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

3 unchanged sentences

Recently-Issued Accounting Pronouncements

As of September 30, 2022, there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.

As of March 31, 2023 , there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.

REAL ESTATE AND INTANGIBLE ASSETS

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

The following table provides certain summary information about the 169 farms we owned as of September 30, 2022 (dollars in thousands, except for footnotes):

The following table provides certain summary information about the 169 farms we owned as of March 31, 2023 (dollars in thousands, except for footnotes):

of Farms Total

Acres Farm Acres Net Cost Basis (1)

Acres Farm Acres Acre-feet

of Water Net Cost Basis (1)

Encumbrances (2)

23 unchanged sentences

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

As of September 30, 2022, this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

As of March 31, 2023 , this investment had a net carrying value of approximately $ 1.0 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

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

The ground sublease had a net cost basis of approximately $ 734,000 as of September 30, 2022 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets).

The ground sublease had a net cost basis of approximately $ 715,000 as of March 31, 2023 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets).

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

1 unchanged sentence

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

In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 794,000 as of September 30, 2022 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets).

In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 627,000 as of March 31, 2023 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets).

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

As of September 30, 2022, this investment had a net carrying value of approximately $ 4.8 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2022, and December 31, 2021 (dollars in thousands):

September 30, 2022 December 31, 2021

As of March 31, 2023 , this investment had a net carrying value of approximately $ 4.8 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2023 , and December 31, 2022 (dollars in thousands):

March 31, 2023 December 31, 2022

Land and land improvements $ 845,684 $ 845,779

6 unchanged sentences

Total real estate, net $ 1,316,183 $ 1,325,428

Real estate depreciation expense on these tangible assets was approximately $ 8.9 million and $ 25.1 million for the three and nine months ended September 30, 2022, respectively, and approximately $ 6.6 million and $ 18.3 million for the three and nine months ended September 30, 2021, respectively.

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

As of September 30, 2022, and December 31, 2021, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 3.5 million and $ 2.5 million, respectively.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 178,000 a nd $ 385,000 for the three and nine months ended September 30, 2022, respectively, and approximately $ 88,000 and $ 282,000 for the three and nine months ended September 30, 2021 respectively.

Real estate depreciation expense on these tangible assets was approximately $ 8.9 million and $ 8.1 million for the three months ended March 31, 2023 and 2022, respectively.

Included in the table 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 March 31, 2023 , and December 31, 2022, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.9 million and $ 3.0 million, respectively.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 148,000 a nd $ 103,000 for the three months ended March 31, 2023 and 2022, respectively.

Intangible Assets and Liabilities

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2022, and December 31, 2021 (dollars in thousands):

September 30, 2022 December 31, 2021

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of March 31, 2023 , and December 31, 2022 (dollars in thousands):

March 31, 2023 December 31, 2022

Lease intangibles:

6 unchanged sentences

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

Total amortization expense related to these lease intangible assets was approximately $ 258,000 and $ 769,000 for the three and nine months ended September 30, 2022, respectively, and approximately $ 296,000 and $ 983,000 for the three and nine months ended September 30, 2021, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2022, and December 31, 2021 (dollars in thousands):

September 30, 2022 December 31, 2021

Total amortization expense related to these lease intangible assets was approximately $ 252,000 and $ 266,000 for the three months ended March 31, 2023 and 2022, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of March 31, 2023 , and December 31, 2022 (dollars in thousands):

March 31, 2023 December 31, 2022

Intangible Asset or Liability Deferred

11 unchanged sentences

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

Total amortization related to above-market lease values and lease incentives was approximately $ 136,000 and $ 339,000 for the three and nine months ended September 30, 2022, respectively, and approximately $ 47,000 for each of the three and nine months ended September 30, 2021.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 44,000 and $ 134,000 for the three and nine months ended September 30, 2022, respectively, and approximately $ 62,000 and $ 161,000 for the three and nine months ended September 30, 2021, respectively.

2022 Acquisitions

During the nine months ended September 30, 2022, 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

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 35 286

2,746 5 $ 62,002 $ 268 $ 4,335

(1) Includes approximately $ 23,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

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

(3) 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.

During the three and nine months ended September 30, 2022, in the aggregate, we recognized operating revenues of approximately $ 920,000 and $ 991,000 , respectively, and net income of approximately $ 110,000 and $ 147,000 , respectively, related to the above acquisitions.

2021 Acquisitions

During the nine months ended September 30, 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)

$ 1,600 $ 56 $ 89

Eight Mile Road – Port Facility San Joaquin, CA 3/11/2021 5 1 Cooling facility and storage 9.8 years 3 ( 5 years)

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

37,800 149 2,555

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

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

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

26,492 111 974

Almena Drive Van Buren

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

13,300 51 785

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

30,000 63 2,262

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

12,320 39 768

West Orange St.

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

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

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

14,772 53 735

5,719 21 $ 147,652 $ 819 $ 8,853

(1) Includes approximately $ 52,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

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

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

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

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

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

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

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

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

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

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

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

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

Purchase Price Allocations

The allocation of the aggregate purchase price for the farms acquired during the nine months ended September 30, 2022, and 2021 respectively, is as follows (dollars in thousands):

Assets (Liabilities) Acquired 2022 Acquisitions 2021 Acquisitions

Land and land improvements $ 28,139 $ 55,318

Permanent plantings 24,706 47,502

Irrigation & drainage systems 2,973 6,492

Farm-related facilities 530 17,067

Other site improvements — 984

Leasehold interest—land — 787

In-place lease values 909 687

Leasing costs 1,355 509

Above-market lease values (1)

Below-market lease values (2)

Investment in LLC (1)

Water purchase contracts (1)(3)

Total Purchase Price $ 62,002 $ 146,100

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

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

(3) Represents only the value attributable to the water purchase contract acquired as part of the acquisition of Lerdo Highway and excludes approximately $ 1.6 million paid to execute the contract subsequent to acquisition.

Total amortization related to above-market lease values and lease incentives was approximately $ 159,000 and $ 82,000 for the three months ended March 31, 2023 and 2022, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 44,000 and $ 45,000 for the three months ended March 31, 2023 and 2022, respectively.

We did not acquire any new farms during either of the three months ended March 31, 2023 or 2022.

Investments in Unconsolidated Entities

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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 September 30, 2022, our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0 % and 20.4 %, respectively.

As of March 31, 2023 , our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0 % 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.

We recorded an aggregate loss of approximately $ 24,000 and $ 54,000 during the three and nine months ended September 30, 2022, respectively, and approximately $ 19,000 and $ 42,000 during the three and nine months ended September 30, 2021, respectively (included in Loss from investments in unconsolidated entities on our Condensed Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC.

Our combined ownership interest in the Fresno LLC and Umatilla LLC, which had an aggregate carrying value of approximately $ 5.8 million and $ 3.1 million as of September 30, 2022, and December 31, 2021, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2023 and 2022, we recorded an aggregate loss of approximately $ 27,000 and $ 29,000 , respectively (included in Loss from investments in unconsolidated entities on our Condensed Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC.

As of both March 31, 2023 , and December 31, 2022, our combined ownership interest in the Fresno LLC and Umatilla LLC had an aggregate carrying value of approximately $ 5.8 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

Investments in Water Assets

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

As of September 30, 2022, the investment in banked water had a carrying value of approximately $ 34.0 million, which includes the subsequent cost to execute the contracts, and is included within Other assets, net on our Condensed Consolidated Balance Sheets.

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

As of September 30, 2022, we concluded that there were no such indicators and that the water was not impaired.

As of March 31, 2023 , the investment in banked water had a carrying value of approximately $ 34.0 million, which includes the subsequent cost to execute the contracts, and is included within Other assets, net on our Condensed Consolidated Balance Sheets.

Portfolio Concentrations

As of September 30, 2022, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10.0% of the total lease revenue recorded during the nine months ended September 30, 2022.

As of March 31, 2023 , our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10% of the total lease revenue recorded during the three months ended March 31, 2023.

Geographic Risk

Farms located in California and Florida accounted for approximately $ 43.7 million ( 67.8 %) and $ 10.8 million ( 16.8 %), respectively, of the total lease revenue recorded during the nine months ended September 30, 2022.

Farms located in California and Florida accounted for approximately $ 13.6 million ( 64.2 %) and $ 3.7 million ( 17.5 %), respectively, of the total lease revenue recorded during the three months ended March 31, 2023.

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

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

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

No other single state accounted for more than 10.0% of our total lease revenue recorded during the nine months ended September 30, 2022.

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.

See “ —California Floods ” below 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% of the total rental revenue recorded during the three months ended March 31, 2023.

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 the 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;

however, as of March 31, 2023 , we estimated the carrying value of the structures on this property damaged by the floods to be approximately $ 855,000 .

As such, during the three months ended March 31, 2023, we wrote down the carrying value of these structures and also recorded a corresponding property and casualty loss, included within Property and casualty (loss) recovery, net on our Condensed Consolidated Statements of Operations and Comprehensive Income.

We currently expect the damage to be fully covered by either insurance or the tenant’s obligations pursuant to the lease.

Certain of our other farms in California suffered minor damage as a result of the floods, but no other farms were materially impacted.

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

As of September 30, 2022, and December 31, 2021, we concluded that no ne of our properties were impaired.

As of March 31, 2023 , and December 31, 2022, we concluded that no ne of our properties were impaired.

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

Our borrowings as of September 30, 2022, and December 31, 2021, are summarized below (dollars in thousands):

Carrying Value as of As of September 30, 2022

September 30, 2022 December 31, 2021 Stated Interest

Our borrowings as of March 31, 2023 , and December 31, 2022, are summarized below (dollars in thousands):

Carrying Value as of As of March 31, 2023

March 31, 2023 December 31, 2022 Stated Interest

Maturity Dates

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6/1/2023–7/1/2051;

Variable-rate notes payable 1,124 2,856 5.25 % 5/1/2044

Variable-rate notes payable — 1,104 N/A N/A

Fixed-rate bonds payable 56,990 77,776 2.13 %– 4.57 %;

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

As of September 30, 2022, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.2 billion.

The weighted-average stated interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.82 % and 3.76 % for the three and nine months ended September 30, 2022, respectively, as compared to 3.74 % and 3.72 % for the three and nine months ended September 30, 2021, respectively.

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

As of March 31, 2023 , the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.2 billion.

The weighted-average stated interest rate charged on the above borrowings (excluding the impact of debt issuance costs a nd before any interest patronage, or refunded interest) was 3.77 % for the three months ended March 31, 2023, as compared to 3.72 % for the three months ended March 31, 2022.

I n addition, 2022 interest patronage from our Farm Credit Notes Payable (as defined below) resulted in a 24.1 % reduction (approximately 109 basis points) to the stated interest rates on such borrowings.

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

As of September 30, 2022, we were in compliance with all covenants applicable to the above borrowings.

As of March 31, 2023 , we were in compliance with all covenants applicable to the above borrowings.

MetLife Facility

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

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

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

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

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

The following table summarizes the pertinent terms of the 2022 MetLife Facility as of September 30, 2022 (dollars in thousands, except for footnotes):

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 March 31, 2023 (dollars in thousands, except for footnotes):

Issuance Aggregate

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

(1) Based on the properties that were pledged as collateral under the 2022 MetLife Facility, as of September 30, 2022, the maximum additional amount we could draw under the facility was approximately $ 110.3 million.

(1) Based on the properties that were pledged as collateral under the Current MetLife Facility, as of March 31, 2023 , the maximum additional amount we could draw under the facility was approximately $ 110.3 million.

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

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

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

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

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

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

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).

Subsequent to March 31, 2023 , the index on which the interest rate on the MetLife Lines of Credit is based transitioned from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”).

Effective April 5, 2023, the MetLife Lines of Credit will bear interest at a rate of 3-month Term SOFR plus a spread of approximately 2.11 %.

(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).

Farmer Mac Facility

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

During the nine months ended September 30, 2022, we issued two new bonds under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):

Date of Issuance Amount Maturity Date Principal Amortization Stated

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

As of September 30, 2022, we had approximately $ 81.0 million of bonds issued and outstanding under the Farmer Mac Facility.

As of March 31, 2023 , we had approximately $ 57.0 million of bonds issued and outstanding under the Farmer Mac Facility.

Farm Credit Notes Payable

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

During the nine months ended September 30, 2022, we entered into the following loan agreement with Farm Credit (dollars in thousands):

Issuer Date of

Issuance Amount Maturity

Date Principal

Amortization Stated Interest Rate (1)

Interest Rate Terms

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.

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 various different Farm Credit associations (collectively, “Farm Credit”).

We did not enter into any new loan agreements with Farm Credit during the three months ended March 31, 2023.

Interest Patronage

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

Loan Maturities

During the nine months ended September 30, 2022, we repaid approximately $ 16.9 million of maturing loans from Farm Credit.

On a weighted-average basis, these borrowings bore interest at a stated rate of 4.47 % and an effective interest rate (after interest patronage) of 2.89 %.

During the three months ended March 31, 2023, we recorded interest patronage of approximately $ 2.3 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2022, 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.

In total, 2022 interest patronage resulted in a 24.1 % reduction (approximately 109 basis points) to the interest rates on such borrowings.

Debt Service – Aggregate Maturities

Scheduled principal payments of our aggregate notes and bonds payable as of September 30, 2022, for the succeeding years are as follows (dollars in thousands):

Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2023 , for the succeeding years are as follows (dollars in thousands):

Period Scheduled Principal Payments

For the remaining three months ending December 31:

For the remaining nine months ending December 31:

2023 $ 18,040

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Thereafter 356,009

(1) Subsequent to September 30, 2022, we repaid approximately $ 432,000 of expiring loans.

During the three months ended March 31, 2023, we repaid approximately $ 21.8 million of maturing loans.

On a weighted-average basis, these borrowings bore interest at a stated rate of 3.46 % and an effective interest rate (after interest patronage, where applicable) of 3.40 %.

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

As of September 30, 2022, the aggregate fair value of our notes and bonds payable was approximately $ 581.8 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 643.2 million.

As of March 31, 2023 , the aggregate fair value of our notes and bonds payable was approximately $ 553.6 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 602.3 million.

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

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of September 30, 2022, is deemed to approximate their aggregate carrying value of $ 100,000 .

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of March 31, 2023 , is deemed to approximate their aggregate carrying value of $ 100,000 .

Interest Rate Swap Agreements

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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 September 30, 2022, our interest rate swaps were valued using Level 2 inputs.

As of March 31, 2023 , our interest rate swaps were valued using Level 2 inputs.

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

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During the next 12 months, we estimate that an additional $ 2.2 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 September 30, 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 September 30, 2022, and December 31, 2021 (dollars in thousands):

We had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of March 31, 2023 , and December 31, 2022 (dollars in thousands):

Period Number of Instruments Aggregate Notional Amount

As of September 30, 2022 5 $ 81,489

As of March 31, 2023 4 $ 72,972

As of December 31, 2022 4 73,392

The following table presents the fair value of our interest rate swaps as well as their classification on the Condensed Consolidated Balance Sheets as of September 30, 2022, and December 31, 2021 (dollars in thousands):

The following table presents the fair value of our interest rate swaps as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2023 , and December 31, 2022 (dollars in thousands):

Derivative Asset (Liability) Fair Value

Derivative Type Balance Sheet Location September 30, 2022 December 31, 2021

Derivative Type Balance Sheet Location March 31, 2023 December 31, 2022

Derivatives Designated as Hedging Instruments:

Interest rate swaps Other assets, net $ 7,359 $ 9,007

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

Total $ 7,359 $ 9,007

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and nine months ended September 30, 2022 and 2021 (dollars in thousands):

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

2022 2021 2022 2021

The following table presents the amount of (loss) income recognized in comprehensive income within our condensed consolidated financial statements for the three months ended March 31, 2023 and 2022 (dollars in thousands):

For the Three Months Ended March 31,

Derivative in cash flow hedging relationship:

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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 September 30, 2022, we did not have any derivatives in a net liability position, nor have we posted any collateral related to these agreements.

As of March 31, 2023 , we did not have any derivatives in a net liability position, nor have we posted any collateral related to these agreements.

CUMULATIVE TERM PREFERRED STOCK

Series A Term Preferred Stock

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

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

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

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

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

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

Series D Term Preferred Stock

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

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

As of September 30, 2022, the fair value of our Series D Term Preferred Stock was approximately $ 59.0 million , as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million .

The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on September 30, 2022, of $ 24.42 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three and nine months ended September 30, 2022, see Note 8, “ Equity—Distributions .”

As of March 31, 2023 , the fair value of our Series D Term Preferred Stock was approximately $ 58.0 million , as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million .

The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on March 31, 2023 , of $ 24.00 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three months ended March 31, 2023, see Note 8, “ Equity—Distributions .”

RELATED-PARTY TRANSACTIONS

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In addition, two of our executive officers, Mr.

Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.

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

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

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

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

Advisory Agreements

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

Gladstone and Terry Brubaker (our chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.

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

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

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

Advisory Agreement

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

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

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Base Management Fee

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.

Pursuant to the 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,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

Incentive Fee

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

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

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

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

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

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Capital Gains Fee

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

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

The capital gains fee shall equal:

3 unchanged sentences

Termination Fee

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

Pursuant to the Advisory Agreement, in the event of our termination of the agreement with our Adviser for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be

payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.

Administration Agreement

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

We paid total financing fees to Gladstone Securities of approximately $ 23,000 and $ 117,000 during the three and nine months ended September 30, 2022, respectively and approximately $ 12,000 and $ 64,000 during the three and nine months ended September 30, 2021, respectively.

Through September 30, 2022, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreement

Pursuant to a dealer-manager agreement entered into on February 20, 2020 and amended and restated on August 24, 2022 (the “Dealer-Manager Agreement”), Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “ Equity—Equity Issuances—Series C Preferred Stock ”).

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

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

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

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

Gladstone Securities may, in its sole discretion, 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.

We paid total financing fees to Gladstone Securities of $ 0 and approximately $ 94,000 during the three months ended March 31, 2023 and 2022, respectively.

Through March 31, 2023 , the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreements

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

• 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

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 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 C Dealer-Manager Fee, the “Dealer-Manager Fees”).

No Selling Commissions or Dealer-Manager Fees were 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 the Dealer-Manager Agreement were approved by our board of directors, including its independent directors.

In connection with sales of the Series C Preferred Stock, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 5.0 million and $ 11.1 million during the three and nine months ended September 30, 2022, respectively, and approximately $ 1.2 million and $ 3.2 million during the three and nine months ended September 30, 2021, respectively.

The following tables summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the three months ended March 31, 2023 and 2022 (dollars in thousands):

For the Three Months Ended March 31,

Series C Preferred Stock $ — $ 3,178

Series E Preferred Stock 149 —

Total Selling Commissions and Dealer-Manager Fees $ 149 $ 3,178

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

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

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

2022 2021 2022 2021

For the Three Months Ended March 31,

Base management fee (1)(2)

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Incentive fee (1)(2)

505 945 1,636 2,107

Total fees to our Adviser, net $ 2,591 $ 2,693 $ 7,801 $ 6,601

Total fees to our Adviser $ 2,149 $ 3,168

Administration fee (1)(2)

$ 543 $ 412 $ 1,470 $ 1,115

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

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Related-Party Fees Due

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2022, and December 31, 2021, were as follows (dollars in thousands):

September 30, 2022 December 31, 2021

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2023 , and December 31, 2022, were as follows (dollars in thousands):

March 31, 2023 December 31, 2022

Base management fee $ 2,149 $ 2,141

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Total due to Administrator 817 536

Total due to Gladstone Securities (3)

Total due to related parties (4)

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

(3) Represents certain costs related to sales of preferred stock paid by Gladstone Securities on our behalf.

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

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

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

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

Through September 30, 2022, we have issued a total of 9,025,549 shares of Series C Preferred Stock for gross proceeds of approximately $ 223.6 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 13,357,547 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $ 260.6 million under the Registration Statement.

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

The 2020 Registration Statement, which was declared effective by the SEC on April 1, 2020, permitted 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 March 31, 2023 , we issued a total of 10,254,074 shares of Series C Preferred Stock for gross proceeds of approximately $ 253.9 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, 60,200 shares of Series E Preferred Stock for gross proceeds of approximately $ 1.5 million, and 14,367,524 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $ 280.9 million under the 2020 Registration Statement.

On March 28, 2023, we filed a universal registration statement on Form S-3, as amended (File No.

333-270901), with the SEC (the “2023 Registration Statement”) to replace the 2020 Registration Statement.

The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, permits us to issue up to an aggregate of $ 1.5 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 securities.

As of March 31, 2023 , we had not issued any securities under the 2023 Registration Statement.

See Note 11, “ Subsequent Events ,” for equity issuances completed subsequent to March 31, 2023 .

Equity Issuances

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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 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 the Nasdaq Global Market or another national securities exchange.

The following table provides information on sales of our Series C Preferred Stock during the three and nine months ended September 30, 2022 and 2021 (dollars in thousands, except per-share amounts):

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

2022 2021 2022 2021

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

In addition, the Series C Preferred Stock DRIP was terminated effective March 22, 2023.

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.

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.

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

Three Months Ended March 31, 2022

Number of shares sold (1)

2,470,908 578,426 5,499,383 1,517,446

Weighted-average offering price per share $ 24.80

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Net proceeds (2)

$ 56,213 $ 13,159 $ 125,111 $ 34,522

(1) Excludes shares issued pursuant to the DRIP.

We issued approximately 10,048 and 22,775 shares of the Series C Preferred Stock pursuant to the DRIP during the three and nine months ended September 30, 2022, respectively, and approximately 2,642 and 4,643 shares of the Series C Preferred Stock pursuant to the DRIP during the three and nine months ended September 30, 2021, respectively.

We issued approximately 14,069 and 5,239 shares of the Series C Preferred Stock pursuant to the DRIP during the three months ended March 31, 2023 and 2022, respectively.

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

In addition, during the three and nine months ended September 30, 2022, 18,075 and 22,715 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 420,000 and $ 531,000 , respectively.

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

As of September 30, 2022, excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 1.4 million of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

In 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 three months ended September 30, 2022, we expensed approximately $ 798,000 of unamortized deferred offering costs.

These costs were recorded to Write-off of costs associated with offering of Series C cumulative redeemable preferred stock on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income during the three and nine months ended September 30, 2022.

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

As amended, the Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either December 31, 2022 (unless terminated earlier or extended by our Board of Directors), or the date on which all 10,200,000 shares in the Primary Series C Offering are sold.

In addition, during the three months ended March 31, 2023 and 2022, 9,820 and 2,480 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 225,000 and $ 59,000 , respectively.

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

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

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to September 30, 2022.

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.

The following table provides information on sales of our Series E Preferred Stock during the three months ended March 31, 2023 (dollars in thousands, except per-share amounts):

Three Months Ended March 31, 2023

Number of shares sold 60,200

Weighted-average offering price per share $ 24.98

Gross proceeds $ 1,504

Net proceeds (1)

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

Refer to Note 11, “Subsequent Events—Financing Activity—Equity Activity,” for sales of the Series E Preferred Stock completed subsequent to March 31, 2023 .

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 our Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offered in the Series E Offering are sold.

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

We intend 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.

At-the-Market Program

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

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

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

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three and nine months ended September 30, 2022 and 2021 (dollars in thousands, except per-share amounts):

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

2022 2021 2022 2021

(each a “Sales Agent”), that, as subsequently amended, permitted us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $ 260.0 million (the “ATM Program”).

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three months ended March 31, 2023 and 2022 (dollars in thousands, except per-share amounts):

Three Months Ended March 31,

Number of shares sold 663,585 310,055

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(1) Net of underwriting commissions.

On April 13, 2023, we entered into separate amended and restated equity distribution agreements with the Sales Agents to allow us to sell shares of our common stock having an aggregate offering price of up to $ 500.0 million.

Non-Controlling Interests in Operating Partnership

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

As of September 30, 2022, and December 31, 2021, we owned 100.0 % and approximately 99.4 %, respectively, of the outstanding OP Units.

There were 0 and 204,778 OP Units held by non-controlling OP Unitholders as of September 30, 2022, and December 31, 2021, respectively.

As of March 31, 2023 , and December 31, 2022, we owned 100.0 % of the outstanding OP Units.

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

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

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

During the nine months ended September 30, 2022, we redeemed those 204,778 OP Units with a cash payment of approximately $ 7.7 million, or $ 37.45 per OP Unit.

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

Distributions

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and nine months ended September 30, 2022 and 2021 are reflected in the table below.

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

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three months ended March 31, 2023 and 2022 are reflected in the table below.

Three Months Ended March 31,

Issuance 2023 2022

Series A Term Preferred Stock (1)(2)

$ — $ — $ — $ 0.1815104

Series B Preferred Stock $ 0.375 $ 0.375

2 unchanged sentences

0.312501 0.312501

Series E Term Preferred Stock 0.312501 —

Common Stock (2)

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

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

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

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

LEASE REVENUES

The following table sets forth the components of our lease revenue for the three and nine months ended September 30, 2022 and 2021 (dollars in thousands, except for footnotes):

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

2022 2021 2022 2021

The following table sets forth the components of our lease revenue for the three months ended March 31, 2023 and 2022 (dollars in thousands, except for footnotes):

Three Months Ended March 31,

Fixed lease payments (1)

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Variable lease payments (2)

3,031 1,800 3,058 1,911

Lease revenue, net (3)

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(1) Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the respective lease terms and includes the amortization of above-market lease values and lease incentives and the accretion of below-market lease values and other deferred revenue.

(2) Variable lease payments include participation rents, which are generally based on a percentage of the gross crop revenues earned on the farm, and reimbursements of certain property operating expenses by tenants.

(2) Variable lease payments primarily consist of participation rents, which are generally based on a percentage of the gross crop revenues earned on the farm, and reimbursements of certain property operating expenses by tenants.

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

During the three and nine months ended September 30, 2022, we recorded participation rents of approximately $ 3.0 million during each period and reimbursements of certain property operating expenses by tenants of approximately $ 28,000 and $ 34,000 , respectively.

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

During the three months ended March 31, 2023 and 2022, we recorded participation rents of approximately $ 195,000 and $ 0 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 37,000 and $ 5,000 , respectively.

In addition, during the three months ended March 31, 2023, we recorded approximately $ 10,000 of late fees.

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

EARNINGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2022 and 2021, computed using the weighted average number of shares outstanding during the respective periods.

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2023 and 2022, computed using the weighted average number of common shares outstanding during the respective periods.

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

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

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

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

Three Months Ended March 31,

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

2022 2021 2022 2021

Net loss attributable to common stockholders $ ( 4,320 ) $ ( 2,737 )

1 unchanged sentence

Loss per common share – basic and diluted $ ( 0.12 ) $ ( 0.08 )

The weighted-average number of OP Units held by non-controlling OP Unitholders was 0 and 82,511 for the three and nine months ended September 30, 2022, respectively , and 204,778 and 153,021 for the three and three and nine months ended September 30, 2021, respectively .

The weighted-average number of OP Units held by non-controlling OP Unitholders was 0 and 204,778 for the three months ended March 31, 2023 and 2022, respectively.

SUBSEQUENT EVENTS

Financing Activity—Equity Activity

The following table provides information on equity sales that have occurred subsequent to September 30, 2022 (dollars in thousands, except per-share amounts):

The following table provides information on equity sales that have occurred subsequent to March 31, 2023 (dollars in thousands, except per-share amounts):

Type of Issuance Number of

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Price Per Share Gross Proceeds Net Proceeds (1)

Series C Preferred Stock (2)

814,119 $ 24.68 $ 20,093 $ 18,521

Series E Preferred Stock 39,781 $ 24.89 $ 990 $ 895

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

(2) Excludes approximately 7,513 shares issued pursuant to the DRIP.

Distributions

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

On April 11, 2023, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:

Issuance Record Date Payment Date Distribution per Share

Series B Preferred Stock:

October 21, 2022 October 31, 2022 $ 0.125

November 18, 2022 November 30, 2022 0.125

December 20, 2022 December 30, 2022 0.125

April 21, 2023 April 28, 2023 $ 0.125

May 23, 2023 May 31, 2023 0.125

June 21, 2023 June 30, 2023 0.125

Total Series B Preferred Stock Distributions:

Series C Preferred Stock:

October 26, 2022 November 4, 2022 $ 0.125

November 23, 2022 December 5, 2022 0.125

December 28, 2022 January 6, 2023 0.125

April 26, 2023 May 5, 2023 $ 0.125

May 26, 2023 June 5, 2023 0.125

June 27, 2023 July 5, 2023 0.125

Total Series C Preferred Stock Distributions:

Series D Term Preferred Stock:

October 21, 2022 October 31, 2022 $ 0.104167

November 18, 2022 November 30, 2022 0.104167

December 20, 2022 December 30, 2022 0.104167

April 21, 2023 April 28, 2023 $ 0.104167

May 23, 2023 May 31, 2023 0.104167

June 21, 2023 June 30, 2023 0.104167

Total Series D Term Preferred Stock Distributions:

Series E Preferred Stock:

April 26, 2023 May 5, 2023 $ 0.104167

May 26, 2023 June 5, 2023 0.104167

June 27, 2023 July 5, 2023 0.104167

Total Series E Preferred Stock Distributions:

Common Stock (1) :

October 21, 2022 October 31, 2022 $ 0.0458

November 18, 2022 November 30, 2022 0.0458

December 20, 2022 December 30, 2022 0.0458

April 21, 2023 April 28, 2023 $ 0.046

May 23, 2023 May 31, 2023 0.046

June 21, 2023 June 30, 2023 0.046

Total Common Stock Distributions $ 0.138

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

Election of Director

Effective October 11, 2022, Paula Novara was elected to our Board of Directors.

Novara also serves as head of human resources, facilities and office management, and IT of the Adviser and certain of its affiliates.

Director Activity

Terry Brubaker resigned from our Board of Directors, effective April 14, 2023.

Brubaker’s resignation was not a result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

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

What changed 10-Q

Item 1. Financial Statements