What changed in this filing

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Item 1. Financial Statements

2023-08-07 compared with 2023-05-08 · 253 added, 165 removed, 525 unchanged (44% of the section changed)

3 unchanged sentences

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Real estate, at cost $ 1,433,714 $ 1,432,394

9 unchanged sentences

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

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of June 30, 2023, and December 31, 2022

59,313 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 March 31, 2023, and December 31, 2022

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of June 30, 2023, and December 31, 2022

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

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

25,902,437 shares authorized, 10,156,509 shares issued and outstanding as of June 30, 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, 135,409 shares issued and outstanding as of June 30, 2023;

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

Common stock, $ 0.001 par value;

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

48,041,498 shares authorized, 35,780,082 shares issued and outstanding as of June 30, 2023;

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

10 unchanged sentences

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

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2023 2022 2023 2022

OPERATING REVENUES:

13 unchanged sentences

Dividends declared on cumulative term preferred stock ( 755 ) ( 755 ) ( 1,509 ) ( 1,509 )

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

Gain (loss) on dispositions of real estate assets, net 6,394 ( 305 ) 5,914 ( 1,280 )

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

Loss from investments in unconsolidated entities ( 33 ) — ( 60 ) ( 29 )

Total other expense, net ( 5,695 ) ( 5,392 )

Total other income (expense), net 28 ( 7,520 ) ( 5,666 ) ( 12,911 )

NET INCOME 7,855 613 9,605 1,800

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

Net loss (income) attributable to non-controlling interests — 3 — ( 6 )

NET INCOME ATTRIBUTABLE TO THE COMPANY 7,855 616 9,605 1,794

1 unchanged sentence

Loss on extinguishment of cumulative redeemable preferred stock ( 44 ) ( 3 ) ( 46 ) ( 6 )

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

LOSS PER COMMON SHARE:

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 1,727 $ ( 3,873 ) $ ( 2,593 ) $ ( 6,610 )

INCOME (LOSS) PER COMMON SHARE:

Basic and diluted $ 0.05 $ ( 0.11 ) $ ( 0.07 ) $ ( 0.19 )

4 unchanged sentences

COMPREHENSIVE INCOME 9,210 3,175 9,312 9,092

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

Net loss (income) attributable to non-controlling interests — 3 — ( 6 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 9,210 $ 3,178 $ 9,312 $ 9,086

3 unchanged sentences

(In thousands, except share data)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Preferred Stock Series C

7 unchanged sentences

Interests Total

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

Redemptions of Series C Preferred Stock — — ( 39,093 ) — — — — — ( 907 ) ( 44 ) — ( 951 ) — ( 951 )

Issuance of Series E Preferred Stock, net — — — — 75,209 — — — 1,679 — — 1,679 — 1,679

Issuance of common stock, net — — — — — — 66,100 — 1,132 — — 1,132 — 1,132

Net income — — — — — — — — — 7,855 — 7,855 — 7,855

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 6,084 ) — ( 6,084 ) — ( 6,084 )

Distributions—OP Units and common stock — — — — — — — — — ( 4,932 ) — ( 4,932 ) — ( 4,932 )

Comprehensive income attributable to the Company — — — — — — — — — — 1,355 1,355 — 1,355

Balance at June 30, 2023 5,956,065 $ 6 10,156,509 $ 10 135,409 $ — 35,780,082 $ 36 $ 852,967 $ ( 126,799 ) $ 8,714 $ 734,934 $ — $ 734,934

Six Months Ended June 30, 2023

Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Interests Total

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

6 unchanged sentences

Distributions—OP Units and common stock — — — — — — — — — ( 9,836 ) — ( 9,836 ) — ( 9,836 )

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

Comprehensive loss attributable to the Company — — — — — — — — — — ( 293 ) ( 293 ) — ( 293 )

Balance at June 30, 2023 5,956,065 $ 6 10,156,509 $ 10 135,409 $ — 35,780,082 $ 36 $ 852,967 $ ( 126,799 ) $ 8,714 $ 734,934 $ — $ 734,934

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 June 30, 2022

Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Income (Loss) Total

Stockholders’

Interests Total

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

Three Months Ended March 31, 2022

Issuance of Series C Preferred Stock, net — — 1,487,032 2 — — — — 33,739 — — 33,741 — 33,741

Redemptions of Series C Preferred Stock — — ( 2,160 ) — — — — — ( 49 ) ( 3 ) — ( 52 ) — ( 52 )

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

Net income — — — — — — — — — 616 — 616 ( 3 ) 613

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 4,486 ) — ( 4,486 ) — ( 4,486 )

Distributions—OP Units and common stock — — — — — — — — — ( 4,701 ) — ( 4,701 ) — ( 4,701 )

Comprehensive income attributable to the Company — — — — — — — — — — 2,562 2,562 — 2,562

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — — — ( 1,725 ) — — ( 1,725 ) 1,725 —

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

Six Months Ended June 30, 2022

Preferred Stock Series C

10 unchanged sentences

Redemptions of Series C Preferred Stock — — ( 4,640 ) — — — — — ( 105 ) ( 6 ) — ( 111 ) — ( 111 )

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

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

4 unchanged sentences

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — — — ( 1,740 ) — — ( 1,740 ) 1,740 —

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

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

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

2 unchanged sentences

(In thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Bad debt expense 63 67

Loss on dispositions of real estate assets, net 481 976

(Gain) loss on dispositions of real estate assets, net ( 5,914 ) 1,280

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

5 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of new real estate assets — ( 24,320 )

Capital expenditures on existing real estate assets ( 5,691 ) ( 10,118 )

Proceeds from dispositions of real estate assets 9,037 —

Deposits on prospective real estate acquisitions and investments ( 245 ) ( 709 )

Net cash used in investing activities ( 3,016 ) ( 3,572 )

Net cash provided by (used in) investing activities 3,101 ( 35,147 )

CASH FLOWS FROM FINANCING ACTIVITIES:

5 unchanged sentences

Redemptions of cumulative redeemable preferred stock ( 1,176 ) ( 111 )

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

Dividends paid on cumulative redeemable preferred stock ( 11,822 ) ( 7,728 )

7 unchanged sentences

Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net $ 2,510 $ 4,182

Tenant-funded improvements included within Real estate, at cost 25 284

Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net 155 10

Financing fees included in Accounts payable and accrued expenses and Due to related parties, net 5 13

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

Unrealized gain related to interest rate hedging instruments 8,714 6,256

Dividends paid on Series C Preferred Stock via additional share issuances 320 170

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 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).

As of June 30, 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 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.

For the six months ended June 30, 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 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.

The results of operations for the three and six months ended June 30, 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 March 31, 2023 , there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.

As of June 30, 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 March 31, 2023 (dollars in thousands, except for footnotes):

The following table provides certain summary information about the 169 farms we owned as of June 30, 2023 (dollars in thousands, except for footnotes):

of Farms Total

26 unchanged sentences

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

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 $ 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.

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

(6) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 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 $ 627,000 as of March 31, 2023 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets).

As of June 30, 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 eight acres in which we own a leasehold interest via a ground lease with a private individual that expires in December 2040 and five acres in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041.

As of June 30, 2023, these two ground leases had a net cost basis of approximately $ 709,000 and are 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, and 16 acre-feet of groundwater pumping credits with Westlands Water District, located in Fresno County, California.

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

(6) Includes two farms consisting of 1,368 total acres and 1,221 farm acres in which we own leasehold interests via two ground leases with the State of Arizona that expire in February 2025 and February 2032, respectively.

As of June 30, 2023, these ground leases had an aggregate net cost basis of approximately $ 543,000 and are 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 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

As of June 30, 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 June 30, 2023, and December 31, 2022 (dollars in thousands):

June 30, 2023 December 31, 2022

Land and land improvements $ 843,210 $ 845,779

6 unchanged sentences

Total real estate, net $ 1,309,414 $ 1,325,428

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.

Real estate depreciation expense on these tangible assets was approximately $ 8.8 million and $ 17.7 million for the three and six months ended June 30, 2023, respectively, and approximately $ 8.1 million and $ 16.2 million for the three and six months ended June 30, 2022, 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-funded improvements.

As of June 30, 2023, and December 31, 2022, we recorded tenant-funded improvements, net of accumulated depreciation, of approximately $ 2.7 million and $ 3.0 million, respectively.

We recorded additional lease revenue related to these tenant-funded improvements of approximately $ 136,000 a nd $ 284,000 during the three and six months ended June 30, 2023, respectively, and approximately $ 103,000 and $ 207,000 during the three and six months ended June 30, 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 March 31, 2023 , and December 31, 2022 (dollars in thousands):

March 31, 2023 December 31, 2022

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of June 30, 2023, and December 31, 2022 (dollars in thousands):

June 30, 2023 December 31, 2022

Lease intangibles:

5 unchanged sentences

Lease intangibles, net $ 5,262 $ 5,702

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

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

(1) Other includes tenant relationships and acquisition-related costs allocated to miscellaneous lease intangibles.

Total amortization expense related to these lease intangible assets was approximately $ 256,000 and $ 508,000 for the three and six months ended June 30, 2023, respectively, and approximately $ 245,000 and $ 511,000 for the three and six months ended June 30, 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 June 30, 2023, and December 31, 2022 (dollars in thousands):

June 30, 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 $ 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.

Total amortization related to above-market lease values and lease incentives was approximately $ 200,000 and $ 359,000 for the three and six months ended June 30, 2023, respectively, and approximately $ 122,000 and $ 203,000 for the three and six months ended June 30, 2022, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 44,000 and $ 88,000 for the three and six months ended June 30, 2023, respectively, and approximately $ 44,000 and $ 89,000 for the three and six months ended June 30, 2022, respectively.

2023 Acquisitions

We did not acquire any new farms during the six months ended June 30, 2023.

2022 Acquisitions

During the six months ended June 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

Costs Annualized

Straight-line

Farm Road (2)

Charlotte, FL 5/20/2022 15 0 Adjacent parcel N/A N/A $ 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

1,389 1 $ 24,554 $ 70 $ 1,714

(1) 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.

(2) 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.

During each of the three and six months ended June 30, 2022, in the aggregate, we recognized operating revenues of approximately $ 71,000 , and net income of approximately $ 38,000 , related to the above acquisitions.

Purchase Price Allocations

The allocation of the aggregate purchase price for the farms acquired during the six months ended June 30, 2022, was as follows (dollars in thousands):

Assets (Liabilities) Acquired 2022 Acquisitions

Land and land improvements $ 16,237

Permanent plantings 5,933

Irrigation & drainage systems 1,298

In-place lease values 359

Leasing costs 727

Total Purchase Price $ 24,554

Property Disposition

On June 23, 2023, we completed the sale of a 138 -acre parcel of unfarmed land in Florida for $ 9.6 million.

Including closing costs of approximately $ 563,000 , we recognized a net gain on the sale of approximately $ 6.4 million.

Investments in Unconsolidated Entities

1 unchanged sentence

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

As of March 31, 2023 , our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0 % and 20.4 %, respectively.

As of June 30, 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.

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.

We recorded an aggregate loss of approximately $ 33,000 and $ 60,000 during the three and six months ended June 30, 2023, respectively, and approximately $ 0 and $ 29,000 during the three and six months ended June 30, 2022, 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 June 30, 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

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

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

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

storage district located in Kern County, California.

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

2 unchanged sentences

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

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.

As of June 30, 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 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.

As of June 30, 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 six months ended June 30, 2023.

Geographic Risk

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.

Farms located in California and Florida accounted for approximately $ 27.1 million ( 64.0 %) and $ 7.5 million ( 17.7 %), respectively, of the total lease revenue recorded during the six months ended June 30, 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.

1 unchanged sentence

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.

No other single state accounted for more than 10% of the total rental revenue recorded during the six months ended June 30, 2023.

California Floods

2 unchanged sentences

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 .

however, as of June 30, 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 March 31, 2023 , and December 31, 2022, we concluded that no ne of our properties were impaired.

As of June 30, 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 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

Our borrowings as of June 30, 2023, and December 31, 2022, are summarized below (dollars in thousands):

Carrying Value as of As of June 30, 2023

June 30, 2023 December 31, 2022 Stated Interest

Maturity Dates

11 unchanged sentences

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

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.

As of June 30, 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 3.79 % and 3.78 % for the three and six months ended June 30, 2023, respectively, as compared to 3.75 % and 3.73 % for the three and six months ended June 30, 2022, respectively .

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

As of June 30, 2023, we were in compliance with all covenants applicable to the above borrowings.

MetLife Facility

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

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

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

Treasury plus a spread to be determined by the lender.

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

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

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

The following table summarizes the pertinent terms of the Current MetLife Facility as of March 31, 2023 (dollars in thousands, except for footnotes):

The following table summarizes the pertinent terms of the Current MetLife Facility as of June 30, 2023 (dollars in thousands, except for footnotes):

Issuance Aggregate

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Commitment (1)

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

MetLife Lines of Credit $ 75,000 4/5/2024 $ 100 3-month Term SOFR + 2.11 %

2020 MetLife Term Note 75,000 (3)

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

(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.

(1) Based on the properties that were pledged as collateral under the Current MetLife Facility, as of June 30, 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).

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.

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

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

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

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

As amended from time to

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

Pursuant to the Bond Purchase Agreement, as further amended on June 2, 2023, we may issue new bonds under the Farmer Mac Facility through December 31, 2026, and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date.

As of June 30, 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 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.

We did not enter into any new loan agreements with Farm Credit during the six months ended June 30, 2023.

Interest Patronage

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Debt Service – Aggregate Maturities

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):

Scheduled principal payments of our aggregate notes and bonds payable as of June 30, 2023 , for the succeeding years are as follows (dollars in thousands):

Period Scheduled Principal Payments

For the remaining nine months ending December 31:

For the remaining six months ending December 31:

2023 $ 12,622

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Thereafter 356,009

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

During the six months ended June 30, 2023, we repaid approximately $ 24.3 million of maturing loans.

On a weighted-average basis, these borrowings bore interest at a stated rate of 3.50 % and an effective interest rate (after interest patronage, where applicable) of 3.36 %.

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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 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.

As of June 30, 2023, the aggregate fair value of our notes and bonds payable was approximately $ 541.2 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 596.9 million.

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

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of March 31, 2023 , 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 June 30, 2023, is deemed to approximate their aggregate carrying value of $ 100,000 .

Interest Rate Swap Agreements

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

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

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

In accordance with the Financial Accounting Standards Board’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 June 30, 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 $ 2.6 million will be reclassified as a reduction to interest expense.

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

We had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of June 30, 2023 , and December 31, 2022 (dollars in thousands):

Period Number of Instruments Aggregate Notional Amount

As of March 31, 2023 4 $ 72,972

As of June 30, 2023 4 $ 71,701

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 March 31, 2023 , and December 31, 2022 (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 June 30, 2023 , and December 31, 2022 (dollars in thousands):

Derivative Asset (Liability) Fair Value

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

Derivative Type Balance Sheet Location June 30, 2023 December 31, 2022

Derivatives Designated as Hedging Instruments:

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Total $ 8,714 $ 9,007

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,

The following table presents the amount of (loss) income recognized in comprehensive income within our condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 (dollars in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

2023 2022 2023 2022

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

As of June 30, 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

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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 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 .”

As of June 30, 2023, the fair value of our Series D Term Preferred Stock was approximately $ 56.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.

The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on June 30, 2023, of $ 23.55 .

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 June 30, 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 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.

Gladstone and Terry Brubaker (our chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator.

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”).

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Termination Fee

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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Depending on the size of the financing obtained, the maximum amount of the financing fee, which will be payable upon closing of the respective financing, will range from 0.5 % to 1.0 % of the amount of financing obtained.

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 $ 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.

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 did not pay any financing fees to Gladstone Securities during either of the three or six months ended June 30, 2023.

During the three and six months ended June 30, 2022, we paid total financing fees to Gladstone Securities of approximately $ 0 and $ 94,000 respectively.

Through June 30, 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

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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.

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.

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,

The following tables summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the three and six months ended June 30, 2023 and 2022 (dollars in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

2023 2022 2023 2022

Series C Preferred Stock $ — $ 2,891 $ — $ 6,069

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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 March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2023 2022 2023 2022

Base management fee (1)(2)

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Administration fee (1)(2)

$ 514 $ 463 $ 1,090 $ 926

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 March 31, 2023 , and December 31, 2022, were as follows (dollars in thousands):

March 31, 2023 December 31, 2022

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of June 30, 2023, and December 31, 2022, were as follows (dollars in thousands):

June 30, 2023 December 31, 2022

Base management fee $ 2,148 $ 2,141

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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.

Under the 2020 Registration Statement, we issued a total of 10,254,072 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, 77,841 shares of Series E Preferred Stock for gross proceeds of approximately $ 1.9 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.

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

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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 .

Through June 30, 2023, we have issued a total of 57,568 shares of Series E Preferred Stock for gross proceeds of approximately $ 1.4 million and 66,100 shares of common stock for gross proceeds of approximately $ 1.1 million under the 2023 Registration Statement.

See Note 11, “ Subsequent Events ,” for equity issuances completed subsequent to June 30, 2023.

Equity Issuances

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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

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

Three Months Ended June 30, 2022 Six Months Ended June 30, 2022

Number of shares sold (1)

1,479,544 3,028,475

Weighted-average offering price per share $ 24.70 $ 24.75

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Net proceeds (2)

$ 33,660 $ 68,898

(1) Excludes shares issued pursuant to the DRIP.

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.

We issued approximately 0 and 14,067 shares of the Series C Preferred Stock pursuant to the DRIP during the three and six months ended June 30, 2023, respectively, and approximately 7,488 and 12,727 shares of the Series C Preferred Stock pursuant to the DRIP during the three and six months ended June 30, 2022, respectively.

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

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 by December 31, 2023, though there can be no assurance that a listing will be achieved in such timeframe, or at all.

In addition, during the three and six months ended June 30, 2023, 39,093 and 48,913 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 951,000 and $ 1.2 million, respectively.

During the three and six months ended June 30, 2022, 2,160 and 4,640 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 52,000 and $ 111,000 , respectively.

During the three months ended June 30, 2023, we listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP.” Trading of the Series C Preferred Stock on Nasdaq commenced on June 8, 2023.

Series E Preferred Stock

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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

The following table provides information on sales of our Series E Preferred Stock during the three and six months ended June 30, 2023 (dollars in thousands, except per-share amounts):

Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

Number of shares sold 75,209 135,409

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Net proceeds (1)

$ 1,692 $ 3,047

(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 .

Refer to Note 11, “Subsequent Events—Financing Activity—Equity Activity,” for sales of the Series E Preferred Stock completed subsequent to June 30, 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.

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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”), 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,

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 (the “New ATM Program,” and collectively with the Prior ATM Program, 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 and six months ended June 30, 2023 and 2022 (dollars in thousands, except per-share amounts):

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Number of shares sold 66,100 — 729,685 310,055

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(1) Net of underwriting commissions.

Refer to Note 11, “Subsequent Events—Financing Activity—Equity Activity,” for sales of common stock under the ATM Program completed subsequent to June 30, 2023.

Non-Controlling Interests in Operating Partnership

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

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

As of June 30, 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.

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

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

A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the

redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.

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

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Distributions

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,

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and six months ended June 30, 2023 and 2022 are reflected in the table below.

Three Months Ended June 30, Six Months Ended June 30,

Issuance 2023 2022 2023 2022

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LEASE REVENUES

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,

The following table sets forth the components of our lease revenue for the three and six months ended June 30, 2023 and 2022 (dollars in thousands, except for footnotes):

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Fixed lease payments (1)

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

During the 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.

During the three and six months ended June 30, 2023, we recorded participation rents of approximately $ 0 and $ 195,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 57,000 and $ 93,000 , respectively.

During the three and six months ended June 30, 2022, we recorded participation rents of approximately $ 20,000 during each period and reimbursements of certain property operating expenses by tenants of approximately $ 0 and $ 6,000 , respectively.

In addition, during the three and six months ended June 30, 2023, we recorded late fees of approximately $ 35,000 and $ 46,000 , respectively.

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

EARNINGS PER SHARE OF COMMON STOCK

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

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 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.

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,

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 June 30, Six Months Ended June 30,

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

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

2023 2022 2023 2022

Net income (loss) attributable to common stockholders $ 1,727 $ ( 3,873 ) $ ( 2,593 ) $ ( 6,610 )

Weighted average shares of common stock outstanding – basic and diluted 35,722,836 34,520,068 35,635,601 34,403,184

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 204,778 for the three months ended March 31, 2023 and 2022, respectively.

Income (loss) per common share – basic and diluted $ 0.05 $ ( 0.11 ) $ ( 0.07 ) $ ( 0.19 )

The weighted-average number of OP Units held by non-controlling OP Unitholders was 0 for each of the three and six months ended June 30, 2023, and 45,006 and 124,451 for the three and six months ended June 30, 2022 , respectively .

SUBSEQUENT EVENTS

Financing Activity—Equity Activity

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

Financing Activity

Debt Activity—Loan Maturities

Subsequent to June 30, 2023, we repaid a $ 3.2 million maturing bond that bore interest at an annual rate of 2.13 % .

Equity Activity

The following table provides information on equity sales that have occurred subsequent to June 30, 2023 (dollars in thousands, except per-share amounts):

Type of Issuance Number of

2 unchanged sentences

Series E Preferred Stock 41,600 $ 25.00 $ 1,040 $ 936

Common Stock – ATM Program 58,360 17.34 1,012 1,002

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

Distributions

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:

On July 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:

April 21, 2023 April 28, 2023 $ 0.125

May 23, 2023 May 31, 2023 0.125

June 21, 2023 June 30, 2023 0.125

July 21, 2023 July 31, 2023 $ 0.125

August 23, 2023 August 31, 2023 0.125

September 21, 2023 September 29, 2023 0.125

Total Series B Preferred Stock Distributions:

Series C Preferred Stock:

April 26, 2023 May 5, 2023 $ 0.125

May 26, 2023 June 5, 2023 0.125

June 27, 2023 July 5, 2023 0.125

July 21, 2023 July 31, 2023 $ 0.125

August 23, 2023 August 31, 2023 0.125

September 21, 2023 September 29, 2023 0.125

Total Series C Preferred Stock Distributions:

Series D Term Preferred Stock:

April 21, 2023 April 28, 2023 $ 0.104167

May 23, 2023 May 31, 2023 0.104167

June 21, 2023 June 30, 2023 0.104167

July 21, 2023 July 31, 2023 $ 0.104167

August 23, 2023 August 31, 2023 0.104167

September 21, 2023 September 29, 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

July 27, 2023 August 4, 2023 $ 0.104167

August 28, 2023 September 6, 2023 0.104167

September 27, 2023 October 5, 2023 0.104167

Total Series E Preferred Stock Distributions:

Common Stock (1) :

April 21, 2023 April 28, 2023 $ 0.046

May 23, 2023 May 31, 2023 0.046

June 21, 2023 June 30, 2023 0.046

July 21, 2023 July 31, 2023 $ 0.0462

August 23, 2023 August 31, 2023 0.0462

September 21, 2023 September 29, 2023 0.0462

Total Common Stock Distributions $ 0.1386

(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.

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