What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-20 compared with 2023-02-21 · 323 added, 323 removed, 1112 unchanged (37% of the section changed)

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Index to Consolidated Financial Statements

Report of Management on Internal Controls over Financial Reporting

Report of Management on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

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Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2023

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Report of Management on Internal Control over Financial Reporting

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February 20, 2024

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Report of Independent Registered Public Accounting Firm

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

Critical Audit Matters

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

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

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

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

The principal considerations for our determination that performing procedures relating to the purchase price allocations for real estate acquisitions – land valued using a sales comparison approach is a critical audit matter are the significant judgment by management when developing the estimated fair value of the land, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the comparable sales used in the sales comparison approach used to value the land.

Real Estate Impairment Evaluation – Undiscounted Future Cash Flows

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s consolidated total real estate, net balance was $1.2 billion as of December 31, 2023.

As of December 31, 2023, management concluded that none of the properties were impaired.

Management periodically reviews the carrying value of each property to determine whether indicators of impairment exist.

If circumstances support the possibility of impairment, management prepares a projection of the total undiscounted future cash flows of the specific property (without interest charges), including net proceeds from disposition, if any, and compares them to the net book value of the property to determine whether the carrying value of the property is recoverable.

In preparing the projection of undiscounted future cash flows, management estimates cap rates, rental rates, and property values, as applicable, using information obtained from market data and other comparable sources, such as recent sales data from comparable properties and broker quotes, and applies the undiscounted cash flows to the expected hold period.

If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on management’s best estimate of the property’s discounted future cash flows using market-derived terms, such as cap rates, discount rates, and rental rates applied to the expected hold period.

The principal considerations for our determination that performing procedures relating to the undiscounted future cash flows used in the real estate impairment evaluation is a critical audit matter are (i) the significant judgment by management when developing the projection of the undiscounted future cash flows and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the cap rates, rental rates, property values, and expected hold periods.

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

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

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

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

(iii) testing the completeness and accuracy of data used by management in estimating the fair value of the land;

(iv) evaluating the appropriateness of the sales comparison approach;

and (v) evaluating the reasonableness of the comparable sales used in the sales comparison approach.

Evaluating the reasonableness of the comparable sales involved evaluating whether the comparable sales used by management were reasonable considering the consistency with (i) external market and industry data, (ii) previous real estate acquisitions, and (iii) evidence obtained in other areas of the audit.

These procedures included testing the effectiveness of controls relating to management’s real estate impairment evaluation, including controls over the projection of the undiscounted future cash flows.

These procedures also included, among others (i) testing management’s process for developing the projection of the undiscounted future cash flows;

(ii) evaluating the appropriateness of the undiscounted cash flow model;

(iii) testing the completeness and accuracy of underlying data used in the undiscounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to cap rates, rental rates, property values, and expected hold periods.

Evaluating management’s assumptions related to the cap rates, rental rates, property values, and expected hold periods involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data and (ii) whether the rental rates assumption was consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

Washington, DC

Washington, District of Columbia

February 20, 2024

We have served as the Company’s auditor since 2005.

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

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Lease intangibles, net 4,782 5,702

Real estate and related assets held for sale, net 53,626 —

Cash and cash equivalents 18,571 61,141

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$ 25.00 per share liquidation preference;

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

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

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

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

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Lease revenue, net $ 90,319 $ 89,236 $ 75,318

Other operating revenue 79 — —

Total operating revenues 90,398 89,236 75,318

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Interest expense ( 23,665 ) ( 25,738 ) ( 24,883 )

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

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

Dividends declared on cumulative term preferred stock ( 3,019 ) ( 3,019 ) ( 3,068 )

Gain (loss) on dispositions of real estate assets, net 5,208 ( 3,760 ) ( 2,537 )

Property and casualty (loss) recovery, net ( 1,016 ) ( 56 ) 68

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NET INCOME ATTRIBUTABLE TO THE COMPANY 14,565 4,708 3,495

Dividends declared on Series B and Series C cumulative redeemable preferred stock ( 19,693 ) ( 12,235 ) ( 9,278 )

Loss on extinguishment of Series B and Series C cumulative redeemable preferred stock ( 25 ) ( 23 ) ( 44 )

Dividends declared on cumulative redeemable preferred stock ( 24,371 ) ( 19,693 ) ( 12,235 )

Loss on extinguishment of cumulative redeemable preferred stock ( 46 ) ( 25 ) ( 23 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 9,852 ) $ ( 15,010 ) $ ( 8,763 )

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Basic and diluted 35,733,742 34,563,460 30,357,268

COMPREHENSIVE INCOME:

Net income attributable to the Company $ 4,708 $ 3,495 $ 4,926

14,565 4,716 3,514

Change in fair value related to interest rate hedging instruments ( 1,641 ) 10,043 464

COMPREHENSIVE INCOME 12,924 14,759 3,978

Net income attributable to non-controlling interests — ( 8 ) ( 19 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 12,924 $ 14,751 $ 3,959

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

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Balance at December 31, 2020 5,956,065 $ 6 1,088,435 $ 1 — $ — 26,219,019 $ 26 $ 440,470 $ ( 55,213 ) $ ( 1,500 ) $ 383,790 $ — $ 383,790

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

Redemptions of Series B Preferred Stock ( 29,355 ) — — — — — — — ( 637 ) ( 44 ) — ( 681 ) — ( 681 )

Issuance of Series C Preferred Stock, net — — 2,414,818 2 — — — — 54,897 — — 54,899 — 54,899

Redemptions of Series C Preferred Stock — — ( 138 ) — — — — — ( 3 ) — — ( 3 ) — ( 3 )

Redemptions of OP Units — — — — — — 288,304 — 4,383 — — 4,383 ( 4,383 ) —

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

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

Issuance of common stock, net — — — — — — 7,990,994 8 171,487 — — 171,495 — 171,495

Net income — — — — — — — — — 3,495 — 3,495 19 3,514

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — — — ( 9,278 ) — ( 9,278 ) — ( 9,278 )

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 12,235 ) — ( 12,235 ) — ( 12,235 )

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

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Issuance of Series C Preferred Stock, net — — 6,736,615 7 — — — — 152,732 — — 152,739 — 152,739

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

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

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

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

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

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

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

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 19,693 ) — ( 19,693 ) — ( 19,693 )

Distributions—OP Units and common stock — — — — — — — — — ( 18,893 ) — ( 18,893 ) ( 27 ) ( 18,920 )

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

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Issuance of Series C Preferred Stock, net — — 14,069 — — — — — 298 — — 298 — 298

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

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

Redemptions of Series C Preferred Stock, net — — ( 48,913 ) — — — — — ( 1,110 ) ( 46 ) — ( 1,156 ) — ( 1,156 )

Issuance of Series E Preferred Stock, net — — — — 237,441 — — — 5,301 — — 5,301 — 5,301

Redemptions of Series E Preferred Stock, net — — — — ( 1,600 ) — — — ( 36 ) — — ( 36 ) — ( 36 )

Issuance of common stock, net — — — — — — 788,045 1 15,079 — — 15,080 — 15,080

Net income — — — — — — — — — 14,565 — 14,565 — 14,565

Dividends—Series B Preferred Stock and Series C Preferred Stock

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

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 24,371 ) — ( 24,371 ) — ( 24,371 )

Distributions—OP Units and common stock

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— — — — — — — — — — ( 1,641 ) ( 1,641 ) — ( 1,641 )

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

Balance at December 31, 2023 5,956,065 $ 6 10,156,509 $ 10 235,841 $ — 35,838,442 $ 36 $ 856,206 $ ( 144,011 ) $ 7,366 $ 719,613 $ — $ 719,613

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

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

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

(Gain) loss on dispositions of real estate assets, net ( 5,208 ) 3,760 2,537

Property and casualty loss (recovery), net 1,016 56 ( 68 )

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Proceeds from dispositions of real estate assets 9,037 — —

Insurance proceeds received capitalized as real estate additions — — 68

Deposits on prospective real estate acquisitions and investments — ( 554 ) —

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

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

Redemption of cumulative redeemable preferred stock ( 1,191 ) ( 901 ) ( 248 )

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

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

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

Dividends paid on cumulative redeemable preferred stock ( 25,301 ) ( 18,068 ) ( 12,679 )

Distributions paid to non-controlling common interests in Operating Partnership — ( 27 ) ( 92 )

Distributions paid on common stock ( 19,789 ) ( 18,893 ) ( 16,491 )

Net cash provided by financing activities 86,129 270,114 243,429

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 44,433 7,490 ( 4,470 )

Net cash (used in) provided by financing activities ( 78,883 ) 86,129 270,114

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 42,570 ) 44,433 7,490

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 61,141 16,708 9,218

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Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net 441 2,657 3,724

Tenant-funded improvements included within Real estate, at cost 25 284 1,270

Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net 11 108 3

Financing fees included in Accounts payable and accrued expenses and Due to related parties, net 7 42 116

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

Dividends paid on Series C Preferred Stock via additional share issuances 320 788 185

(1) Includes distributions made on our Series D Term Preferred stock and Series A Term Preferred stock

(1) Includes distributions made on our cumulative term preferred stock

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

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generally-accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

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

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

Actual results may materially differ from these estimates.

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

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

We generally compute depreciation using the

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

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

Most of our acquisitions, including those with a prior leasing history, are generally treated as asset acquisitions under Accounting Standards Codification 805, “Business Combinations” (“ASC 805”).

Most of our acquisitions, including those with a prior leasing history, are generally treated as asset acquisitions under Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”).

ASC 805 requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed (typically consisting of land, buildings, improvements, permanent plantings, and long-term debt) and, if applicable, (ii) any identifiable intangible assets and liabilities (typically consisting of in-place lease values, lease origination costs, the values of above- and below-market leases, and tenant relationships), based in each case on their fair values.

In addition, all acquisition-related costs (other than legal costs incurred directly related to either originating new leases we execute upon acquisition or reviewing in-place leases we assumed upon acquisition) are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired or liabilities assumed.

ASC 805 required that all costs related to the acquisition be expensed as incurred, rather than capitalized into the cost of the acquisition.

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

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Should a tenant terminate its lease, the unamortized portion of the above intangible assets or liabilities would be charged to the appropriate income or expense account.

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Total consideration for acquisitions may include a combination of cash and equity securities, such as OP Units.

When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition.

Impairment of Real Estate Assets

We account for the impairment of our tangible and identifiable intangible real estate assets in accordance with ASC 360, which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist.

Such indicators may include, but are not limited to, declines in a property’s operating performance, deteriorating market conditions, vacancy rates, and environmental or legal concerns.

If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including proceeds from disposition, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable.

In performing the analysis, we consider such factors as the tenants’ payment history and financial condition, the likelihood of lease renewal, agricultural and business conditions in the regions in which our farms are located, and whether there are indications that the fair value of the real estate has decreased.

If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the property.

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

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

Real Estate Impairment Evaluation

We account for the impairment of our real estate assets in accordance with ASC 360, “Property, Plant, and Equipment” (“ASC 360”), which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist or if depreciation periods should be modified.

In determining if impairment exists, we consider such indicators which may include, but are not limited to, deteriorating market conditions, declines in a property’s operating performance due to near-term lease maturities or vacancy rates, environmental damage, including due to natural disasters or tenant neglect, legal concerns, and whether our hold period has shortened.

If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including net proceeds from disposition, if any, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable.

In preparing the projection of undiscounted future cash flows, we estimate cap rates, rental rates, and property values, as applicable, using information that we obtain from market data and other comparable sources, such as recent sales data from comparable properties and broker quotes, and apply the undiscounted cash flows to our expected holding period.

If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on our best estimate of the property’s discounted future cash flows using market-derived terms, such as cap rates, discount rates, and rental rates applied to our expected hold period.

Using the methodology discussed above, we evaluated our entire portfolio for any impairment indicators and performed an impairment analysis on select properties that had an indication of impairment.

As of December 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.

We will continue to monitor our portfolio for any other indicators of impairment.

Held-for-Sale Property

For properties classified as held-for-sale, we cease depreciating and amortizing the property and related intangible assets and value the property at the lower of depreciated and amortized cost or fair value, less costs to dispose.

If the sale meets the definition of discontinued operations, we present the related assets, liabilities, and results of operations that have been sold (or that otherwise qualify as held-for-sale) as discontinued operations in all periods.

The definition of discontinued operations is met if the disposal of a component or group of components either meets the held-for-sale criteria or is disposed of and also represents a strategic shift that has (or will have) a major effect on our operations and financial results.

If classified as such, the components of the property’s net income (loss) that are reflected as discontinued operations include operating results, depreciation, amortization, and interest expense.

When properties are considered held-for-sale, but do not qualify as a discontinued operation, we present such assets and liabilities as held for sale on the consolidated balance sheet in all periods that the related assets and liabilities meet the held-for-sale criteria under ASC 360.

Components of the held-for-sale property’s net income (loss) are recorded within continuing operations on the consolidated statements of operations and comprehensive income.

Tenant Improvements

From time to time, our tenants may pay for improvements on certain of our properties with the ownership of the improvements remaining with us, in which case we will record the cost of such improvements as an asset (tenant improvements, included within Investments in real estate, net), along with a corresponding liability (deferred rent liability, included within Other liabilities, net) on our Consolidated Balance Sheets.

When we are determined to be the owner of the tenant improvements, such improvements will be depreciated, and the related deferred rent liability will be amortized as an addition to rental income, each over the shorter of the useful life of the respective improvement or the remaining term of the existing lease in place.

If the tenant is determined to be the owner of the tenant improvements, any tenant improvements funded by us are treated as a lease incentive and amortized as a reduction of rental income over the remaining term of the existing lease in place.

From time to time, our tenants may pay for improvements on certain of our properties with the ownership of the improvements remaining with us, in which case we will record the cost of such improvements as an asset (tenant-funded improvements, included within Investments in real estate, net), along with a corresponding liability (deferred rent liability, included within Other liabilities, net) on our Consolidated Balance Sheets.

When we are determined to be the owner of the tenant-funded improvements, such improvements will be depreciated over the useful life in accordance with our depreciation policy noted above, and the related deferred rent liability will be amortized as an addition to rental income over the remaining term of the existing lease in place.

If the tenant is determined to be the owner of a tenant improvement funded by us, such amounts are treated as a lease incentive and amortized as a reduction of rental income over the remaining term of the existing lease in place.

In determining whether the tenant or the Company is the owner of such improvements, several factors will be considered, including, but not limited to:

(i) whether the tenant or landlord retains legal title to the improvements upon expiration of the lease;

(ii) whether the lease stipulates how such improvements should be treated;

(iii) the uniqueness of the improvements (i.e., whether the improvements were made to meet the specific needs or for the benefit of the tenant leasing the property, or if the improvements generally increased the value or extended the useful life of the asset improved upon);

(iv) the expected useful life of the improvements relative to the remaining length of the lease;

(v) whether the tenant improvements are expected to have significant residual value at the end of the lease term;

and (vi) whether the tenant or the Company constructs or directs construction of the improvements.

(i) whether the improvement’s useful life is greater than the remaining lease term plus any reasonably certain renewal options;

(ii) whether the lease allows the tenant to remove the improvements;

(iii) whether the improvement is unique to the tenant or useful to subsequent tenants;

(iv) whether the improvement adds value to the property or increases the lifespan of the property;

and (v) whether the tenant was provided a form of reimbursement or incentive concerning the improvement.

The determination of who owns the improvements can be subject to significant judgment.

Cash and Cash Equivalents

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We consider cash equivalents to be all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase, except that any such investments purchased with funds held in escrow or similar accounts are classified as restricted cash.

Items classified as cash equivalents include money-market deposit accounts.

Our cash and cash equivalents as of December 31, 2022 and 2021 were held in the custody of one financial institution, and our balance at times may exceed federally-insurable limits.

Our cash and cash equivalents as of December 31, 2023 and 2022 were held in the custody of one financial institution (which management believes to be financially sound and with minimal credit risk), and our balance at times may exceed federally-insurable limits.

We did no t have any restricted cash or restricted cash equivalents as of December 31, 2023 or 2022.

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Upon early extinguishment of any borrowings, the unamortized portion of the related deferred financing costs will be immediately charged to expense.

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

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

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

During the years ended December 31, 2023, 2022, and 2021, we recorded approximately $ 1.1 million, $ 1.1 million, and $ 1.2 million, respectively, of total amortization expense related to debt issuance costs .

Deferred Offering Costs

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Other Assets and Other Liabilities

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

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

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

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The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity.

See Note 3, “ Real Estate and Lease Intangibles—Investments in Unconsolidated Entities ,” for further discussion.

Investments in Water Assets

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From time to time, we have entered into contracts to acquire additional water assets for certain of our farms (see Note 3, “ Real Estate and Lease Intangibles—Investments in Water Assets ”).

The water assets acquired may be in the form of either water banked at a government municipality or groundwater pumping credits obtained through groundwater recharge programs established by government municipalities, which recharge is achieved via groundwater recharge facilities we have constructed on certain of our farms.

The contracts we have entered into to acquire additional water assets cannot readily be net settled by means outside of the respective contracts;

therefore, in accordance with ASC 360, we recognize the investments in long-term water assets at cost, including all costs necessary to procure and transfer the water asset to its intended location.

Costs to acquire water assets are initially deferred in a prepaid account until such time that the water assets are recognized by the respective water district, at which time, the costs related to the recognized water assets are reclassed and capitalized as an investment in long-term water assets.

Investments in long-term water assets and the related prepaid asset are both included in Other assets, net on our accompanying Consolidated Balance Sheets.

While we may, in the future, sell portions of these water assets to unrelated third parties for a profit, our current intent is to hold these water assets for the long-term for future use on our farms.

There is no amount of time by which we must use these water assets.

Each quarter, we will review our investments in long-term water assets for any indicators of impairment in accordance with ASC 360 and perform an impairment analysis if there are any such indicators.

In determining if impairment exists, we consider such indicators which may include, but are not limited to, deteriorating market conditions and environmental or regulatory changes.

As of December 31, 2023, we concluded that there were no such indicators and that the water assets were not impaired.

Non-controlling Interests

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

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

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

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

If the collectability determination for leases for which revenue is being recorded based on cash received from the tenant subsequently changes to being probable, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances as if revenue had been recorded on a straight-line basis since the inception of the lease.

As of December 31, 2023, three of our leases with two different tenants were recognized on a cash basis due to the full collectability of the remaining rental payments under the respective leases not being deemed probable.

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

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In the event that the collectability of deferred rent with respect to any given tenant is in doubt, we record a direct write-off of the specific rent receivable, with a corresponding adjustment to lease revenue.

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

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

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

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

(Loss) Gain on Dispositions of Real Estate Assets

We recognize net (losses) or gains on dispositions of real estate assets either upon the abandonment of an asset before the end of its useful life or upon the closing of a transaction (be it an outright sale of a property or the sale of a perpetual, right-of-way easement on all or a portion of a property) with the purchaser.

Other Operating Revenue

Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties.

During the year ended December 31, 2023, we recognized approximately $ 79,000 of non-cash revenue, in the form of water credits, associated with the transfer and storing of surplus water on behalf of a government municipality using a groundwater recharge facility constructed on one of our farms.

The timing of revenue recognition generally occurs once water credits are recognized by the respective water district at the estimated fair value of the resulting water credits.

See Note 3, “ Real Estate and Intangible Assets—Investments in Water Assets ,” for further discussion.

Gain (loss) on Dispositions of Real Estate Assets

We recognize net gains (losses) on dispositions of real estate assets either upon the abandonment of an asset before the end of its useful life or upon the closing of a transaction (be it an outright sale of a property or the sale of a perpetual, right-of-way easement on all or a portion of a property) with the purchaser.

When a real estate asset is abandoned prior to the end of its useful life, a loss is recorded in an amount equal to the net book value of the related real estate asset at the time of abandonment.

In the case of a sale of a property, a (loss) gain is recorded to the extent that the total consideration received for a property is (less) more than the property’s net carrying value (plus any closing costs incurred) at the time of the sale.

In the case of a sale of a property, a gain (loss) is recorded to the extent that the total consideration received for a property is more (less) than the property’s net carrying value, plus any closing costs incurred, at the time of the sale.

Gains are recognized using the full accrual method (i.e., when the collectability of the sales price is reasonably assured, we are not obligated to perform additional activities that may be considered significant, the initial investment from the buyer is sufficient, and other profit recognition criteria have been satisfied).

Gains on sales of real estate assets may be deferred in whole or in part until the requirements for gain recognition have been met.

We record non-operating and unusual or infrequent income as Other income on our Consolidated Statements of Operations.

Other income recorded for the years ended December 31, 2023, 2022, and 2021 was primarily from interest patronage received on certain of our long-term borrowings and interest earned on short-term investments.

Involuntary Conversions and Property and Casualty Recovery

We account for involuntary conversions, for example, when a nonmonetary asset, such as property or equipment, is involuntarily converted to a monetary asset, such as insurance proceeds, in accordance with ASC 605, “Revenue Recognition,” which requires us to recognize a gain or a loss equal to the difference between the carrying amount of the nonmonetary asset and the amount of monetary assets received.

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

We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

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In general, however, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any.

Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes,” using the asset and liability method.

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Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), using the asset and liability method.

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

In addition, we will

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

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

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

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Recently-Issued Accounting Pronouncements

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

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

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

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

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

REAL ESTATE AND INTANGIBLE ASSETS

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

of Farms Total

Acres Farm Acres Net Cost Basis (1)

Acres Acre-feet of

Water Assets Net Cost Basis (1)

Encumbrances (2)

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63 34,844 32,321 46,400 $ 850,610 $ 389,405

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

26 22,468 17,639 — 221,185 95,012

Washington 6 2,520 2,004 — 59,763 20,133

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

plus long-term water assets, net

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

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

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

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(2) Excludes approximately $ 2.9 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheets.

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

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

(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 $ 725,000 as of December 31, 2022 (included in Lease intangibles, net on the accompanying 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 farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 710,000 as of December 31, 2022 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheets).

(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 December 31, 2023, these two ground leases had a net cost basis of approximately $ 689,000 and are included in Lease intangibles, net on the accompanying Consolidated Balance Sheets.

(5) Includes 46.003 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California and 397 surplus water credits in our account with Westlands Water District, located in Fresno County, California.

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

(6) Includes one property classified as held for sale;

see “ —Real Estate Held for Sale ” below for additional information.

(7) 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 December 31, 2023, these ground leases had an aggregate net cost basis of approximately $ 376,000 and are included in Lease intangibles, net on the accompanying Consolidated Balance Sheets.

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

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

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

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

December 31, 2023 December 31, 2022

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Real estate depreciation expense on these tangible assets was approximately $ 36.1 million, $ 34.3 million, and $ 25.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.

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

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

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

Intangible Assets and Liabilities

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

The following table summarizes the carrying value of certain lease intangible assets and the related accumulated amortization as of December 31, 2023 and 2022, excluding real estate held for sale (dollars in thousands):

December 31, 2023 December 31, 2022

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

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

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

Total amortization expense related to these lease intangible assets was approximately $ 988,000 , $ 1.0 million, and $ 1.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

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

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December 31, 2023 December 31, 2022

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$ 5,342 $ ( 1,849 ) $ 4,702 $ ( 585 )

Below-market lease values and other deferred revenues (2)

Below-market lease values and other deferred revenue (2)

( 1,944 ) 624 ( 2,010 ) 518

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

Total amortization related to above-market lease values and lease incentives was approximately $ 573,000 , $ 48,000 and $ 203,000 for the years ended December 31, 2022, 2021, and 2020, respectively.

Total accretion related to below-market lease values and other deferred revenues was approximately $ 178,000 , $ 224,000 and $ 113,000 for the years ended December 31, 2022, 2021, and 2020, respectively.

Total amortization related to above-market lease values and lease incentives was approximately $ 1.3 million, $ 573,000 and $ 48,000 for the years ended December 31, 2023, 2022, and 2021, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 172,000 , $ 178,000 and $ 224,000 for the years ended December 31, 2023, 2022, and 2021, respectively.

The estimated aggregate amortization expense to be recorded related to in-place lease values, leasing costs, and tenant relationships and the estimated net impact on lease revenue from the amortization of above-market lease values and lease incentives or accretion of above-market lease values and other deferred revenues for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

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$ 4,782 $ ( 2,173 )

Real Estate Held for Sale

As of December 31, 2023, we had one property located in Martin County, Florida, that was classified as held for sale.

This property had a net cost basis of approximately $ 53.6 million as of December 31, 2023, and was sold subsequent to December 31, 2023.

See Note 11, “ Subsequent Events—Portfolio Activity—Property Sale ,” for additional information on this sale.

We did no t have any properties classified as held for sale as of December 31, 2022.

2023 Acquisitions

We did not acquire any new farms during the year ended December 31, 2023.

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2022 Acquisitions

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

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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)

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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

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

Prunedale Road (6)(7)

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

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

Phelps Avenue (8)

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

2021 Acquisitions

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

Name Property

Location Acquisition

Farms Primary

Crop(s) / Use Lease

Options Total

Price Acquisition

Straight-line

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

$ 1,600 $ 56 $ 89

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

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

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

Lerdo Highway (Phase III) (3)(6)

Kern, CA 10/8/2021 1,291 1 Conventional & organic almonds, conventional & organic pistachios, and banked water 10.1 years 3 ( 10 years)

42,959 90 1,981

Raymond Road (3)

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

Cogdell Highway Atkinson, GA 11/12/2021 230 2 Blueberries 14.8 years None 2,850 45 224

Chuckhole Lane (7)

Umatilla, OR 11/23/2021 165 1 Wine grapes 9.9 years 2 ( 10 years)

2,383 117 139

West Lerdo Highway (3)(8)

Kern, CA 12/3/2021 2,635 1 Pistachios 2.9 years None 88,000 97 4,395

Farm Road Charlotte, FL 12/16/2021 1,204 1 Sod, watermelons, and cattle 5.0 years 1 ( 5 years)

11,463 27 $ 294,494 $ 1,340 $ 16,163

(1) Includes approximately $ 78,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

(2) Unaudited;

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

(3) 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.

Income 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.

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

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

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

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

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

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

(7) 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 a 9.1 % interest in the LLC, was valued at approximately $ 2.1 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 further information for our aggregate ownership interest in this and other LLCs.

(8) Lease provides for an initial term of 9.9 years but also includes an annual tenant termination option, effective as of the end of the lease year (as defined within the lease) following the exercise of such termination option.

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

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

Purchase Price Allocations

The allocation of the aggregate purchase price for the farms acquired during each of the years ended December 31, 2022 and 2021 is as follows (dollars in thousands):

Assets (Liabilities) Acquired 2022 Acquisitions 2021 Acquisitions

The allocation of the aggregate purchase price for the farms acquired during the year ended December 31, 2022 was as follows (dollars in thousands):

Assets (Liabilities) Acquired 2022 Acquisitions

Land and land improvements $ 30,353

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Farm-related facilities 1,287

Other site improvements — 984

Leasehold interest—land — 790

In-place lease values 909

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Above-market lease values (1)

Below-market lease values (2)

Investment in LLC (1)

Water purchase contracts (1)(3)

Total Purchase Price $ 65,102

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

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

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

Acquired Intangibles and Liabilities

The following table shows the weighted-average amortization periods (in years) for the intangible assets acquired and liabilities assumed in connection with new real estate acquired during the years ended December 31, 2022 and 2021:

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Weighted-Average

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All intangible assets and liabilities 10.6

Property Sale

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, we recognized a net gain on the sale of approximately $ 6.4 million.

Investments in Unconsolidated Entities

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During the years ended December 31, 2023, 2022, and 2021, we recorded an aggregate loss of approximately $ 59,000 , $ 73,000 , and $ 61,000 , respectively (included in Loss from investments in unconsolidated entities on our Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC.

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

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

As of both December 31, 2023 and 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 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.

Upon acquisition, we recognized the contracts at their relative fair value in accordance with ASC 805.

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

The purchased banked water was recognized at cost, including any administrative fees necessary to transfer the water to our banked water account.

While we may, in the future, sell the banked water to an unrelated third party for a profit, our current intent is to hold the water for the long-term for future use on our own farms.

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

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

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

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

We subsequently executed all three contracts to purchase all 45,000 acre-feet of banked water for an aggregate additional cost of approximately $ 2.8 million.

In addition, during the three months ended December 31, 2023, we obtained another contract to purchase an additional 1,003 acre-feet of banked water held by SWSD, which was received from one of our tenants as partial consideration for a rent payment owed.

We subsequently executed the contract to purchase all 1,003 acre-feet of banked water for an aggregate cost of approximately $ 61,000 .

All acquired banked water was recognized at cost, including the subsequent cost to execute the contracts and any administrative fees necessary to transfer the water to our banked water account.

As of December 31, 2023, the 46,003 acre-feet of banked water held by SWSD was recognized as a long-term water asset and had an aggregate carrying value of approximately $ 34.5 million (included within Other assets, net on our Consolidated Balance Sheets).

In addition, during the year ended December 31, 2023, we elected to participate in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California.

Under the program, WWD will pay for surplus surface water to be delivered to individual landowners’ properties with district-approved groundwater recharge facilities, also known as “water banks.” The landowner would be allowed to keep 50 % of the net amount of groundwater credits generated under the program (after allowing for certain leave-behind and evaporative losses), and the remaining 50 % would be used to recharge the aquifer and retained by WWD.

Delivery of water under this program is subject to surplus water availability at WWD’s discretion, and WWD has not yet announced a termination date for this program.

Through December 31, 2023, we have obtained 397 water credits, which represents 50 % of the total net water credits generated and confirmed by WWD under the program as of December 31, 2023.

As of December 31, 2023, these water credits were recognized as a long-term water asset and had an aggregate carrying value of approximately $ 111,000 (included within Other assets, net on our Consolidated Balance Sheets).

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During the year ended December 31, 2023, we also entered into various other agreements with certain third parties (including local water districts and private individuals) to either buy water directly, buy a portion of other water districts’ surface water allocations in future years in which allocations are granted, or to store surface water on others’ behalf in one of our groundwater recharge facilities in exchange for a portion of the net groundwater credits produced and recognized by the respective water district.

As of December 31, 2023 and 2022, we owned a total of 46,400 acre-feet and 45,000 acre-feet, respectively, of long-term water assets, and our investments in these long-term water assets had an aggregate carrying value of approximately $ 34.6 million and $ 34.0 million, respectively, and are included within Other assets, net on our Consolidated Balance Sheets.

We have invested approximately $ 1.8 million to construct groundwater recharge facilities on two of our farms, which is included within Real estate, at cost on our Consolidated Balance Sheets.

In addition, through December 31, 2023, we have invested an additional $ 1.8 million in the aggregate in connection with these agreements that are expected to result in additional groundwater credits in the future;

however, the amount and timing of these credits, if any, is currently unknown and is dependent upon and subject to the recognition of such credits by the respective water districts, in their sole discretion.

Such costs are held in a deferred asset account (also included within Other assets, net on our Consolidated Balance Sheets) until the related net water credits become estimable and are recognized by the respective water district, at which time the costs would be reclassed to investments in long-term water assets.

Future Minimum Lease Payments

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Leases—Cash Basis Recognition

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

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

As of December 31, 2023, due to credit issues with two of our tenants, we determined that the full collectability of the remaining rental payments under the respective leases with these tenants was not deemed to be probable.

As such, during the year ended December 31, 2023, we recognized all or a portion of lease revenues from the three leases with these two tenants (all farms located in California) on a cash basis.

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

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

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

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

During the year ended December 31, 2023, we recorded lease revenues from these three leases of approximately $ 2.5 million (including approximately $ 72,000 of participation rents), as compared to approximately $ 3.1 million (including approximately $ 0.8 million of participation rents) and approximately $ 2.4 million (including approximately $ 95,000 of participation rents) during the years ended December 31, 2022 and 2021, respectively.

Portfolio Concentrations

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

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Farms located in California and Florida accounted for approximately $ 59.1 million ( 65.5 %) and $ 15.1 million ( 16.7 %), respectively, of the total lease revenue recorded during the year ended December 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 climactic 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, droughts, or hurricanes that occurred in those respective regions.

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

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

We seek to continue to further diversify geographically, as may be desirable or feasible.

If an unexpected natural disaster (such as an earthquake, wildfire, or flood) occurs or climate change impacts 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 were materially impacted by the wildfires, droughts, or hurricanes that occurred in those respective regions during the year ended December 31, 2023.

See “ —California Floods ” below for a discussion on damage caused on certain of our farms by the January 2023 floods that occurred in California.

Besides California and Florida, no other single state accounted for more than 10.0% of the total rental revenue recorded during the year ended December 31, 2023.

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, and we estimated the carrying value of the structures on this property damaged by the floods to be approximately $ 855,000 .

As such, during the year ended December 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 Consolidated Statements of Operations and Comprehensive Income.

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

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

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Maturity Dates

Variable-rate revolving lines of credit $ 200 $ 100 7.39 % 12/15/2033

Notes and bonds payable:

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9/1/2024–7/1/2051;

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

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

Fixed-rate bonds payable 52,640 77,776 2.66 %– 4.57 %;

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Notes and bonds payable, net $ 573,911 $ 626,400

Variable-rate revolving lines of credit $ 100 $ 100 5.75 % 4/5/2024

Total borrowings, net $ 574,111 $ 626,500

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These agreements may also require that we satisfy certain financial covenants at the end of each calendar quarter or year.

Some of these financial covenants include, but are not limited to, staying below a maximum leverage ratio and maintaining a minimum net worth value, rental-revenue-to-debt ratio, current ratio, and fixed charge coverage ratio.

Some of these financial covenants include, but are not limited to, staying below a maximum leverage ratio and maintaining a

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minimum net worth value, rental-revenue-to-debt ratio, current ratio, and fixed charge coverage ratio.

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

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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.

On December 14, 2023, we entered into an amendment with MetLife to extend the maturity dates of the MetLife Lines of Credit from April 5, 2024, to December 15, 2033.

In addition, the amendment revised certain covenant thresholds and increased the minimum balance requirement on each line of credit.

As part of this amendment, we paid aggregate fees of approximately $ 188,000 to MetLife.

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

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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 12/15/2033 $ 200 3M SOFR + 2.00 %

2020 MetLife Term Note 75,000 (3)

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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 principal amount of $ 225.0 million.

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

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

Date of Issuance Amount Maturity 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 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.

We did not issue any new bonds under the Farmer Mac Facility during the year ended December 31, 2023.

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

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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 year ended December 31, 2022, we entered into the following loan agreements 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.

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(collectively, “Farm Credit”).

We did not enter into any new loan agreements with Farm Credit during the year ended December 31, 2023.

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

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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.

2021 interest patronage (which was recorded during the three months ended March 31, 2022) resulted in a 29.9 % reduction (approximately 137 basis points) to the interest rates on such borrowings.

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

In addition, during the three months ended September 30, 2023, we recorded approximately $ 111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage early.

We are unable to estimate the remaining amount of interest patronage to be received, if any, related to interest accrued during 2023 on our Farm Credit Notes Payable.

Debt Service – Aggregate Maturities

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(1) Subsequent to December 31, 2023, we repaid $ 16.2 million of expiring bonds.

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

During the year ended December 31, 2023, we repaid approximately $ 36.0 million of notes and bonds that were either maturing or scheduled for a price reset.

On a weighted-average basis, these borrowings bore interest at a stated rate of 3.73 % and an effective interest rate (after interest patronage) of 3.56 %.

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As of December 31, 2023, the aggregate fair value of our notes and bonds payable was approximately $ 529.4 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 576.8 million.

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

The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC

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820-10 and is determined by a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms.

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of December 31, 2023, is deemed to approximate their aggregate carrying value of $ 200 ,000.

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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.

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 December 31, 2023, our interest rate swaps were valued using Level 2 inputs.

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

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

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

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Interest rate swaps Other assets, net $ 7,366 $ 9,007

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

Total $ 7,366 $ 9,007

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Series A Term Preferred Stock

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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.

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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.

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 and an administration agreement with our Administrator (the “Administration Agreement”).

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

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Our Board of Directors reviews and considers renewing the agreement with our Adviser each July.

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The capital gains fee shall equal:

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

capital gains fees paid in prior periods.

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

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

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Administration Agreement

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

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

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

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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 did no t pay any financing fees to Gladstone Securities during the year ended December 31, 2023.

During the years ended December 31, 2022, and 2021, we paid total financing fees to Gladstone Securities of approximately $ 154,000 and $ 166,000 , respectively.

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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 B Preferred Stock, Series C Preferred Stock, and Series E Preferred Stock (each as defined in Note 8, “ Equity—Equity Issuances ”).

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

• With regard to the Series B Preferred Stock:

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

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

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 provided or 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 for the following:

• With regard to the Series C Preferred Stock:

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• With regard to the Series E Preferred Stock:

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

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

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 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.

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

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

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

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

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

The following tables summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the years ended December 31, 2023, 2022, and 2021 (dollars in thousands):

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For the Years Ended December 31,

2023 2022 2021

Series C Preferred Stock $ — $ 13,471 $ 4,961

Series E Preferred Stock 583 — —

Total Selling Commissions and Dealer-Manager Fees $ 583 $ 13,471 $ 4,961

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

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

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

(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 Consolidated Balance Sheets.

COMMITMENTS AND CONTINGENCIES

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Operating Obligations

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Below is a summary of certain of those projects for which we have incurred or accrued costs as of December 31, 2023 (dollars in thousands):

Location Farm

Locations Farm

Acreage Total

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December 31, 2023

Lucie, FL 549 $ 230 Q3 2023 $ 201

Umatilla, OR 135 2,750 (2)

Q4 2023 2,090

Columbia, OR 157 1,800 (2)

Q3 2024 1,146

Lucie, FL 549 230 Q3 2025 185

Atkinson, GA 175 175 Q3 2025 30

Ventura, CA 402 1,000 (2)

Napa, CA 270 1,635 (2)

Q4 2029 1,158

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

Yuma, AZ 3,033 941 (2)

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

Q4 2032 1,997

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

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Weighted-average incremental borrowing rate 8.12 % 7.93 %

(1) Operating lease right-of-use assets are shown net of prepaid lease payments of approximately $ 6,000 and $ 7,000 for the years ended December 31, 2022 and 2021, respectively, and are included within Other assets , net on the accompanying Consolidated Balance Sheets.

(1) Operating lease right-of-use assets are shown net of prepaid lease payments of approximately $ 6,000 for each of the years ended December 31, 2023 and 2022 and are included within Other assets , net on the accompanying Consolidated Balance Sheets.

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

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The amounts shown above represent estimated amounts based on the lease rates currently in place.

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As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 103,000 , $ 92,000 , and $ 81,000 during the years ended December 31, 2023, 2022, and 2021, respectively.

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

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

In the ordinary course of business incidental to our business, we may be involved in various legal proceedings from time to time which we may not consider material.

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

Amendment to Articles of Incorporation and Operating Partnership Agreement

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

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

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

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

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

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.

Under the 2020 Registration Statement, we issued a total of approximately 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.

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.

Through December 31, 2023, we have issued a total of 159,600 shares of Series E Preferred Stock for gross proceeds of approximately $ 4.0 million and 124,460 shares of common stock for gross proceeds of approximately $ 2.2 million under the 2023 Registration Statement.

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

Equity Issuances

Series B Preferred Stock

On May 31, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Series B Offering”) of our 6.00 % Series B Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”) at an offering price of $ 25.00 per share for gross proceeds of up to $ 150.0 million.

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

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

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

During the year ended December 31, 2020, we listed the Series B Preferred Stock on Nasdaq under the ticker symbol “LANDO.” Trading of the Series B Preferred Stock on Nasdaq commenced on October 19, 2020.

Series C Preferred Stock

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

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

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

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

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

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

On August 24, 2022, we amended the Series C Offering, to (i) reduce the amount of shares of the Series C Preferred Stock offered through the Primary Series C Offering to 10,200,000 , (ii) reduce the amount of shares of the Series C Preferred Stock offered pursuant to the DRIP to 200,000 , and (iii) reduce the duration of the period during which shares of the Series C Preferred Stock may be offered 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.

In conjunction with the amendment of the Series C Offering, we expensed approximately $ 798,000 of unamortized deferred offering costs.

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

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 the Series C Preferred Stock that occurred during the years ended December 31, 2022, and 2021 (dollars in thousands, except per-share amounts):

Years Ended December 31,

2022 2021 2020

Number of shares sold (1)

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

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

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

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

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 years ended December 31, 2023, 2022, and 2021, 48,913 shares, 38,595 shares, and 9,920 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $ 1.2 million, $ 901,000 , and $ 248,000 , respectively.

During the year ended December 31, 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.

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

No shares of the Series E Preferred Stock had been sold during the year ended December 31, 2022.

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

Year Ended December 31, 2023

Number of shares sold 237,441

Weighted-average offering price per share $ 24.96

Gross proceeds $ 5,925

Net proceeds (1)

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

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

In addition, during the year ended December 31, 2023, 1,600 shares of Series E Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 36,000 .

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

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

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

The Company intends to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one 12 months after the Series E Termination Date;

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

Follow-on Offerings

During the year ended December 31, 2020, we completed a public offering of 1,897,500 shares (including the underwriters’ exercise of the over-allotment option in connection with the offering) of our common stock at a public offering price of $ 14.40 per share, resulting in gross proceeds of approximately $ 27.3 million and net proceeds (after deducting underwriting discounts and direct offering expenses borne by us) of approximately $ 26.1 million.

At-the-Market Program

On August 7, 2015, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”), as amended from time to time, with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co.

Inc., and Virtu Americas LLC (each a “Sales Agent”), under which we were permitted 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 $ 30.0 million (the “Prior ATM Program”).

On May 12, 2020, we terminated the Prior ATM Program and entered into new equity distribution agreements with Virtu Americas LLC and Ladenburg Thalmann & Co.

Inc., under which we may issue and sell, from time to time and through the current Sales Agents, shares of our common stock having an aggregate offering price up to $ 100.0 million (the “Current ATM Program,” and collectively, with the Prior ATM Program, the “ATM Programs”).

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 Programs during the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except per-share amounts):

On May 12, 2020, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg Thalmann & 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 up to $ 260.0 million (the “Prior ATM Program).

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 years ended December 31, 2023, 2022, and 2021 (dollars in thousands, except per-share amounts):

Years Ended December 31,

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As of December 31, 2023, 2022, and 2021, we owned approximately 100.0 %, 100.0 %, and 99.4 %, respectively, of the outstanding OP Units.

As of December 31, 2022, 2021, and 2020, there were 0 , 204,778 , and 0 OP Units held by non-controlling OP Unitholders, respectively.

As of each of December 31, 2023 and 2022, there were no OP Units held by non-controlling OP Unitholders.

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

On or after 12 months after becoming a holder of OP Units, each non-controlling OP Unitholder 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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During the year ended December 31, 2022, we redeemed those 204,778 OP Units with a cash payment of approximately $ 7.7 million or $ 37.45 per OP Unit.

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

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.

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Distributions

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1.250004 1.250004 1.184031

Series E Preferred Stock 1.250004 — —

Common Stock (4)

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The characterization of distributions on our preferred and common stock during each of the years ended December 31, 2023, 2022, and 2021 is reflected in the following table:

Income Return of

Capital Long-term

Income Long-term

Capital Gain Return of

For the Year Ended December 31, 2023

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Series D Term Preferred Stock 30.782342 % 22.611772 % 46.605886 %

Series E Preferred Stock 30.782342 % 22.611772 % 46.605886 %

Common Stock — % — % 100.000000 %

For the Year Ended December 31, 2022

Series A Term Preferred Stock 54.534493 % 45.465507 % — %

Series B Preferred Stock 34.205000 % — % 65.795000 %

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Series C Preferred Stock 54.534493 % — % 45.465507 %

Series D Term Preferred Stock 54.534493 % — % 45.465507 %

Common Stock — % — % 100.000000 %

LEASE REVENUES

The following table sets forth the components of our lease revenues for the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except for footnotes):

The following table sets forth the components of our lease revenue for the years ended December 31, 2023, 2022, and 2021 (dollars in thousands, except for footnotes):

For the Years Ended December 31,

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$ 90,319 $ 89,236 $ 75,318

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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.

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During the years ended December 31, 2023, 2022, and 2021, we recorded participation rents of approximately $ 5.9 million, $ 7.7 million, and $ 5.2 million, respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 688,000 , $ 110,000 , and $ 101,000 , respectively.

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

In addition, during the year ended December 31, 2023, we recorded late fees of approximately $ 46,000 .

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

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SUBSEQUENT EVENTS

Portfolio Activity—Property Sale

On January 11, 2024, we completed the sale of a 3,748 -acre farm in Martin County, Florida, for approximately $ 65.7 million.

Including closing costs, we recognized a net gain on the sale of approximately $ 10.4 million.

2024 California Floods

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

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

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

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

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

In February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas.

Certain of our farms in the state suffered minor damage as a result of the storms, but no farms were materially impacted.

Financing Activity

Debt Activity—Loan Maturities

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

Subsequent to December 31, 2023, we repaid $ 16.2 million in maturing bonds that bore interest at a weighted-average annual rate of 3.15 %.

Equity Activity

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Series E Preferred Stock 10,340 $ 25.00 $ 259 $ 233

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

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

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Distributions

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

On January 9, 2024, 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

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Series C Preferred Stock:

January 26, 2023 February 6, 2023 $ 0.125

February 23, 2023 March 6, 2023 0.125

March 29, 2023 April 6, 2023 0.125

January 23, 2024 January 31, 2024 $ 0.125

February 21, 2024 February 29, 2024 0.125

March 21, 2024 March 29, 2024 0.125

Total Series C Preferred Stock Distributions:

Series E Preferred Stock:

January 26, 2023 February 6, 2023 $ 0.104167

February 23, 2023 March 6, 2023 0.104167

March 29, 2023 April 6, 2023 0.104167

Total Series E Preferred Stock Distributions:

Series D Term Preferred Stock:

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Total Series D Term Preferred Stock Distributions:

Series E Preferred Stock:

January 25, 2024 February 5, 2024 $ 0.104167

February 27, 2024 March 5, 2024 0.104167

March 26, 2024 April 5, 2024 0.104167

Total Series E Preferred Stock Distributions:

Common Stock (1) :

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(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.

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GLADSTONE LAND CORPORATION

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6/1/2017 11,040 12,390 12,191 — 151 16,646 — 12,541 28,837 — 41,378 ( 7,952 )

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Fresno County, California:

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Tehama County, California Land & Improvements & Horticulture 4/5/2021 21,854 27,747 2,512 6,600 103 34 — 27,850 2,546 6,600 36,996 ( 2,037 )

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Kern County, California Land & Improvements & Horticulture 6/4/2021 8,612 21,810 2,514 25,984 65 368 — 21,875 2,882 25,984 50,741 ( 6,550 )

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

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

5 to 20 years for equipment and fixtures;

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

(2) The Company computes depreciation using the straight-line method over the shorter of the estimated useful life or 50 for buildings, improvements, and permanent plantings, and the shorter of the estimated useful life or 5 to 20 years for equipment and fixtures.

The following table reconciles the change in the balance of real estate during the years ended December 31, 2023 and 2022, respectively (dollars in thousands):

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Dispositions during period

( 5,160 ) ( 4,884 )

Balance, end of period (1)

$ 1,437,812 $ 1,432,394

(1) Includes approximately $ 54.1 million of real estate held for sale, at cost, as of December 31, 2023.

The following table reconciles the change in the balance of accumulated depreciation during the years ended December 31, 2023 and 2022, respectively (dollars in thousands):

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Dispositions during period

( 359 ) ( 1,211 )

Balance, end of period (1)

$ 142,657 $ 106,966

(1) Includes approximately $ 445,000 of accumulated depreciation related to real estate held for sale as of December 31, 2023.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data