What changed in this filing

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Item 1. Business

2024-02-20 compared with 2023-02-21 · 35 added, 26 removed, 266 unchanged (19% of the section changed)

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We are not a grower of crops, nor do we typically farm the properties we own.

We currently own 169 farms comprised of 115,731 acres across 15 states in the U.S., as well as several farm-related facilities.

We currently own 168 farms comprised of 111,836 acres across 15 states in the U.S.

We also own several farm-related facilities that are necessary to the farming operations on the underlying farmland.

Our farmland is predominantly concentrated in locations where farmers are able to grow either fresh produce annual row crops (e.g., certain berries and vegetables), which are typically planted and harvested annually, or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes).

To a much lesser extent, we also own farms that grow certain commodity crops (e.g., corn and beans).

In addition, we own several farm-related facilities that are necessary to the farming operations on the underlying farmland, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.

In addition, we own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.

While our focus will continue to be on farmland growing either fresh produce annual row crops or certain permanent crops, in the future, we expect to acquire more farmland that grows commodity crops on a selective basis, as well as more farm-related facilities.

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We control the sole general partner of the Operating Partnership and currently own, directly or indirectly, 100.0% of the common units of limited partnership interest in the Operating Partnership (“OP Units”).

We have in the past, and may in the future, offer equity ownership in our Operating Partnership by issuing additional OP Units to farmland owners in consideration for acquiring their farms.

We have in the past, and may in the future, offer equity ownership in our Operating Partnership by issuing additional OP Units to farmland owners as consideration for acquiring their farms.

See “ Our Investment Process—Types of Investments ” below for additional information regarding OP Units.

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Both our Adviser and our Administrator are affiliates of ours and each other.

Upon the pricing of our initial public offering (the “IPO”), on January 29, 2013, our shares of common stock began trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “LAND.” Our shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) are traded on Nasdaq under the symbol “LANDO,” and our shares of 5.00% Series D Cumulative Term Preferred Stock (the “Series D Term Preferred Stock”) are traded on Nasdaq under the symbol “LANDM.” In addition, we have registered our 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) and our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).

Neither the Series C Preferred Stock nor the Series E Preferred Stock is listed on a national securities exchange, and there is currently no public market for shares of either series.

Upon the pricing of our initial public offering (the “IPO”), on January 29, 2013, our shares of common stock began trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “LAND.” Our shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) are traded on Nasdaq under the symbol “LANDO,” our shares of 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) are traded on Nasdaq under the symbol “LANDP,” and our shares of 5.00% Series D Cumulative Term Preferred Stock (the “Series D Term Preferred Stock”) are traded on Nasdaq under the symbol “LANDM.” In addition, we have registered our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).

The Series E Preferred Stock is not listed on a national securities exchange, and there is currently no public market for shares of this security.

Our Investment Objectives and Our Strategy

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We intend to lease acquired properties over the long term.

However, from time to time, we may sell one or more properties if we believe it to be in the best interests of our stockholders and best to maintain the overall value of our portfolio.

Potential purchasers may include real estate developers desiring to develop the property,

financial purchasers seeking to acquire property for investment purposes, or farmers who have operated or seek to operate the land.

However, from time to time, we may sell one or more properties if we believe it to be in the best interests of our stockholders and best to maintain the overall

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value of our portfolio.

Potential purchasers may include real estate developers desiring to develop the property, financial purchasers seeking to acquire property for investment purposes, or farmers who have operated or seek to operate the land.

Accordingly, we will seek to acquire properties that we believe have potential for long-term appreciation in value.

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in the future.

While our primary regions of focus are the Pacific West and the Southeastern regions of the U.S., we believe other regions of the U.S., such as the Pacific Northwest and Mid-Atlantic regions, offer attractive locations for expansion, and, to a lesser extent, we also expect to seek farmland acquisitions in certain regions of the Midwest on a select, opportunistic basis, as well as other areas in the U.S.

While our primary regions of focus are the West and the Southeast regions of the U.S., we believe other regions of the U.S., such as the Pacific Northwest and Mid-Atlantic regions, offer attractive locations for expansion, and, to a lesser extent, we also expect to seek farmland acquisitions in certain regions of the Midwest on a select, opportunistic basis, as well as other areas in the U.S.

• Continue Expanding our Crop Varieties.

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In situations such as these, we intend to have a lease in place prior to or simultaneously with acquiring the property.

For a discussion of the risks associated with leasing property to leveraged tenants, see “ Risk Factors—Risks Relating to Our Business and Operations—Some of our tenants may be unable to pay rent, which could adversely affect our cash available to make distributions to our stockholders or otherwise impair the value of your investment .”

For a discussion of the risks associated with leasing property to leveraged tenants, see Part I, Item 1A,“ Risk Factors—Risks Relating to Our Business and Operations—Some of our tenants may be unable to pay rent, which could adversely affect our cash available to make distributions to our stockholders or otherwise impair the value of your investment .”

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We intend to own and lease primarily single-tenant, agricultural real property, and we may acquire and lease properties used by businesses that support farming communities.

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Selecting the Property

We consider selecting the right properties to purchase or finance as the most important aspect of our business.

We consider selecting the right properties to purchase or finance as one of the most important aspects of our business.

Buying quality farmland that can be used to grow a variety of different crops and that is located in desirable locations is essential to our success.

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Despite the conduct of these reviews, there can be no assurance that hazardous substances or waste, as determined under present or future federal or state laws or regulations, will not be discovered on the property after we acquire it.

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Our Adviser will also physically inspect each property and the real estate surrounding it to estimate its value.

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Many of the areas in which we purchase or finance properties are likely to have their own microclimates and, although they appear to be in close proximity to one another, generally will not be similarly affected by weather or

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other natural occurrences at the same time.

We currently own properties in 15 different states across the U.S., and over time, we expect to expand our geographic focus to other areas of the Southeast, Pacific Northwest, Midwest, and Mid-Atlantic.

We currently own properties in 15 different states across the U.S., and over time, we expect to expand our geographic focus to other areas in the U.S., including the Pacific Northwest, Midwest, and Mid-Atlantic.

We will also attempt to continue diversifying our portfolio of properties by seeking additional farmland that grows a variety of different crop types, while maintaining our current focus of owning and leasing farmland that grows fresh produce annual row crops and certain permanent crops.

Refer to Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview—Portfolio Diversification ,” for a summary of our portfolio diversification and concentrations.

Refer to Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operation—Overview—Portfolio Diversification ,” for a summary of our portfolio diversification and concentrations.

While our Adviser seeks tenants it believes to be creditworthy, tenants are not required to meet any minimum rating established by an independent credit rating agency.

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We believe that, by operating on a leveraged basis, we will have more funds available and, therefore, will be able to make more investments than would otherwise be possible.

We believe that this will allow us to pursue a more diversified portfolio.

We believe that this will allow us to assemble a more diversified portfolio.

Our Adviser and Administrator use their best efforts to obtain financing on the most favorable terms available to us.

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• invest in securities representing more than 10% of the outstanding securities (by vote or value) of any one issuer if the investment would cause us to fail to maintain our qualification as a REIT;

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• acquire securities in any company holding investments or engaging in activities prohibited in the foregoing clauses.

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In addition, our directors are subject to certain provisions of Maryland law that are designed to minimize conflicts.

However, we cannot assure you that these policies or provisions of law will reduce or eliminate the influence of these conflicts.

However, we cannot provide assurance that these policies or provisions of law will reduce or eliminate the influence of these conflicts.

We have adopted a policy that, without the approval of a majority of our independent directors, we will not:

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Our Administrator employs our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs and provides

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administrative services to us under the amended and restated Administration Agreement entered into on February 1, 2013 (the “Administration Agreement”).

David Gladstone, our chairman, chief executive officer, president, and largest stockholder, is also the chairman, chief executive officer, and the controlling stockholder of our Adviser and our Administrator.

Terry Lee Brubaker, our vice chairman and chief operating officer and a member of our Board of Directors, also serves in the same capacities for our Adviser and Administrator.

Terry Lee Brubaker, our chief operating officer, also serves as vice chairman, chief operating officer, and a member of the Board of Directors for our Adviser and Administrator.

Our Adviser has an investment committee that evaluates and approves each of our investments.

This investment committee is currently comprised of Messrs.

Gladstone, Brubaker, Reiman, and Frisbie;

Gladstone, Brubaker, and Reiman;

John Sateri, who is a managing director of our Adviser;

Laura Gladstone, who is a managing director of our Adviser.

We believe that the review process of our Adviser’s investment committee gives us a unique competitive advantage over other agricultural real estate companies because of the substantial experience that the members possess and their unique perspective in evaluating the blend of corporate credit, real estate, and lease terms that collectively combine to provide an acceptable risk for our investments.

We believe that the review process of our Adviser’s investment committee gives us a competitive advantage over other agricultural real estate companies because of the substantial experience that the members possess and their unique perspective in evaluating the blend of corporate credit, real estate, and lease terms that collectively combine to provide an acceptable risk for our investments.

Our Adviser’s board of directors has empowered the investment committee to authorize and approve our investments, subject to the terms of the Current Advisory Agreement.

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Our Adviser and Administrator are headquartered in McLean, Virginia, a suburb of Washington D.C., and our Adviser also has offices in several other states.

Refer to Item 7, “ Management Discussion and Analysis of Financial Condition and Results of Operations—Overview—Our Adviser and Administrator ,” for a detailed discussion on the fee structure of each of the Adviser and Administrator.

Refer to Part II, Item 7, “ Management Discussion and Analysis of Financial Condition and Results of Operations—Overview—Our Adviser and Administrator ” of this Form 10-K for a detailed discussion on the fee structure of each of the Adviser and Administrator.

Adviser Duties and Authority under the Current Advisory Agreement

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The actual terms and conditions of transactions involving investments in properties shall be determined in the sole discretion of our Adviser, subject at all times to compliance with the foregoing requirements.

Some types of transactions, however, will require the prior approval of our Board of Directors, including a majority of our independent directors, including, but not limited to, the following:

Some types of transactions, including the following, require the prior approval of our Board of Directors, including a majority of our independent directors:

• any acquisition which at the time of investment would have a cost exceeding 50% of our total assets;

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However, under the Current Advisory

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Agreement, our Adviser is required to devote sufficient resources to the administration of our affairs to discharge its obligations under the agreement.

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Pursuant to the agreement, we pay Gladstone Securities a financing fee in connection with the services it provides to us for securing financing on our properties.

Refer to Note 6, “ Related-Party Transactions—Gladstone Securities ,” for a discussion of the fees to be paid to Gladstone Securities pursuant to the Financing Arrangement Agreement.

Refer to Note 6, “ Related-Party Transactions—Gladstone Securities ,” in the accompanying notes to our consolidated financial statements for a discussion of the fees to be paid to Gladstone Securities pursuant to the Financing Arrangement Agreement.

Dealer-Manager Agreements

In connection with the continuous public offering of our Series B Preferred Stock (which was completed in March 2020), our Series C Preferred Stock (which was completed in December 2022), and our Series E Preferred Stock, we entered into certain dealer-manager agreements with Gladstone Securities, whereby Gladstone Securities served or serves, as appropriate, as our exclusive dealer-manager.

In connection with the continuous public offering of our Series B Preferred Stock (which was completed in March 2020), our Series C Preferred Stock (which was completed in December 2022), and our Series E Preferred Stock (which offering is ongoing), we entered into certain dealer-manager agreements with Gladstone Securities, whereby Gladstone Securities served or serves, as appropriate, as our exclusive dealer-manager.

Pursuant to each of these dealer-manager agreements, Gladstone Securities provided or provides certain sales, promotional, and marketing services to us in connection with the offering of the respective stock.

Refer to Note 6, “ Related-Party Transactions—Gladstone Securities ,” for a discussion of the fees and commissions paid to Gladstone Securities pursuant to each of these dealer-manager agreements.

Refer to Note 6, “ Related-Party Transactions—Gladstone Securities ,” in the accompanying notes to our consolidated financial statements for a discussion of the fees and commissions paid to Gladstone Securities pursuant to each of these dealer-manager agreements.

Human Capital Management

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We face competition for farmland acreage from many different entities, including, but not limited to, developers, municipalities, individual farmers, agriculture corporations, institutional investors, and others.

Investment firms that we might compete directly against could include agricultural investment firms, such as Hancock Agricultural Investment Group, Prudential

Agricultural Investments, and UBS AgriVest, LLC.

Investment firms that we might compete

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directly against could include agricultural investment firms, such as Hancock Agricultural Investment Group, Prudential Agricultural Investments, and UBS AgriVest, LLC.

These firms engage in the acquisition, asset management, valuation, and disposition of farmland properties.

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The presence of contamination or the failure to remediate contamination at our properties also may expose us to third-party liability for personal injury or property damage or adversely affect our ability to lease the real property or to borrow using the real estate as collateral.

These and other risks related to governmental regulation and environmental matters are described in more detail in Item 1A, “ Risk Factors .”

These and other risks related to governmental regulation and environmental matters are described in more detail in Part I, Item 1A, “ Risk Factors, ” of this Form 10-K.

Other Required Financial Information

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

What changed 10-K

Item 1. Business