What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2021-02-24 compared with 2020-02-19 · 419 added, 301 removed, 386 unchanged (65% of the section changed)

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We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the “Operating Partnership”).

Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, approximately 98.7% of the units of limited partnership interest in the Operating Partnership (“OP Units”).

Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the units of limited partnership interest in the Operating Partnership (“OP Units”).

In addition, we have elected for Gladstone Land Advisers, Inc.

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The acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically.

The following table summarizes the different geographic locations (by state) of our farms owned and with leases in place for the

years ended December 31, 2019 and 2018 (dollars in thousands):

For the Year Ended December 31, 2019

For the Year Ended December 31, 2018

The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of December 31, 2020 and 2019 (dollars in thousands):

As of and For the Year Ended December 31, 2020 As of and For the Year Ended December 31, 2019

Revenue % of Total

Revenue Number

Revenue % of Total

California (1)

55 25,197 24.9% $ 31,536 55.3% 42 14,830 17.1% $ 21,701 53.3%

Florida 23 20,770 20.5% 13,342 23.4% 23 20,770 24.0% 11,115 27.3%

Arizona 6 6,280 6.2% 4,739 8.3% 6 6,280 7.3% 2,219 5.5%

Colorado 12 32,773 32.4% 3,264 5.7% 10 31,448 36.3% 2,857 7.0%

Nebraska 9 7,782 7.7% 1,556 2.7% 8 7,104 8.2% 665 1.6%

Michigan 15 962 1.0% 723 1.3% 15 962 1.1% 429 1.1%

Washington 3 1,384 1.4% 531 1.0% 1 746 0.9% 506 1.2%

Oregon 3 418 0.4% 528 0.9% 3 418 0.5% 515 1.3%

Texas 1 3,667 3.6% 450 0.8% 1 3,667 4.2% 527 1.3%

North Carolina 2 310 0.3% 153 0.3% 2 310 0.4% 158 0.4%

Maryland 4 759 0.8% 135 0.2% — — —% — —%

South Carolina 3 597 0.6% 47 0.1% — — —% — —%

Delaware 1 180 0.2% 27 —% — — —% — —%

TOTALS 137 101,079 100.0% $ 57,031 100.0% 111 86,535 100.0% $ 40,692 100.0%

(1) According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California;

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Rent is generally payable to us in advance on either an annual or semi-annual basis, with such rent typically subject to periodic escalation clauses provided for within the lease.

Currently, 89 of our farms are leased on a pure, triple-net basis, and 24 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes).

Certain of our previous leases had been on a single-net basis, with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance.

Additionally, 29 of our farms are leased under agreements that include a participation rent component based on the gross revenues earned on the respective farms.

Currently, 101 of our farms are leased on a pure, triple-net basis, 33 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), and 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs).

Additionally, 40 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms.

Lease Expirations

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The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2020 (dollars in thousands):

Lease Revenues for the

Year ended December 31, 2019

Year Number of

Acreage % of Total

Acreage Lease Revenues for the

Year ended December 31, 2020 % of Total

9 8,935 8.9% $ 2,412 4.2%

2022 7 24,897 24.6% 2,595 4.6%

2023 12 7,067 7.0% 6,430 11.3%

2024 7 8,729 8.6% 3,775 6.6%

2025 9 13,962 13.8% 6,505 11.4%

Thereafter 41 37,489 37.1% 32,398 56.8%

6 — —% 2,916 5.1%

Totals 91 101,079 100.0% $ 57,031 100.0%

(1) Certain lease agreements encompass multiple farms.

Includes two leases that were renewed for five years each subsequent to December 31, 2019 (see “ Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity ” below for a summary of these and other recent leasing activities).

(2) Includes three leases that were renewed subsequent to December 31, 2020 (see “ Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity ” below for a summary of these and other recent leasing activities).

(3) Consists of ancillary leases (e.g., oil, gas, and mineral leases, telecommunications leases, etc.) with varying expirations on certain of our farms.

We currently have two agricultural leases scheduled to expire within the next six months, both of them on farms in California.

We are currently in negotiations with the existing tenants on both of these farms, as well as other potential tenants, and we

anticipate being able to renew each of the leases at their respective current market rental rates without incurring any downtime on any of the farms.

We currently anticipate the lease renewals on our California farms to be at overall rental rates that are higher than that of the respective current leases.

In addition, includes a net amount of approximately $2.8 million of lease revenue recorded as a result of an early lease termination on one of our properties (see below, under “ Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity—Lease Termination ,” for additional information).

We currently have one agricultural lease scheduled to expire within the next six months on a farm in California.

We are currently in negotiations with the existing tenant on the farm, as well as other potential tenants, and we anticipate being able to renew the lease at its current market rental rate without incurring any downtime on the farm.

We currently anticipate the rental rate on this lease renewal to be relatively flat compared to that of the existing lease.

Regarding all upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.

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Since January 1, 2020, through the date of this filing, we have acquired 26 farms, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

Location Acquisition

Farms Primary

Crop(s) Lease

Options Total

Price Acquisition

Straight-line

Somerset Road

Greenhills Boulevard (3)

Van Buren Trail

Van Buren, MI

& cranberries

Blue Star Highway

Van Buren, MI

Yolo County Line Road

San Juan Grade Road (4)

West Citrus Boulevard (5)

Sutter Avenue (Phase I) (3)(6)

Las Posas Road (7)

Sod & vegetables

Withers Road (8)

Highway 17 (9)

Corn, soybeans, & edible beans

Indian Highway (10)

Hitchcock, NE

Corn, soybeans, & edible beans

Sutter Avenue (Phase II) (3)(6)

County Road 18

Sugar beets, edible beans, potatoes, & corn

County Road 18 Phillips, CO 1/15/2020 1,325 2 Sugar beets, edible beans, potatoes, & corn 6.0 years None $ 7,500 $ 39 $ 416

Lamar Valley Chase, NE 5/7/2020 678 1 Potatoes, edible beans, & corn 6.7 years 2 (5 years) 3,500 42 204

Driver Road (3)

Kern, CA 6/5/2020 590 1 Pecans 4.7 years 2 (10 years) 14,169 52 784

Hermon Wicomico & Caroline, MD, and Sussex, DE 8/31/2020 939 5 Sod & vegetables 10.0 years 2 (5 years) 7,347 226 432

Firestone Avenue (4)(5)(6)

Fresno, CA 9/3/2020 2,534 3 Pistachios and misc.

organic & conventional vegetables 1.2 years 2 (5 years) 31,833 131 1,734

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

Fresno, CA 10/1/2020 801 1 Pistachios 1.1 years 4 (3 years) 31,827 77 1,752

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

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

Table grapes;

Almonds 19.9 years 1 (5 years) 3,600 50 241

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

vegetables 1.6 years None 20,750 64 949

West Sierra Tulare, CA 12/17/2020 4,642 1 Almonds, pomegranates (conventional & organic), pistachios, and oats 9.9 years 1 (10 years) 61,500 107 3,886

Eight Mile Road (9)

San Joaquin, CA 12/24/2020 1,036 2 Conventional & organic blueberries 10.0 years 3 (5 years) 34,300 81 2,030

Rock Road (9)

Whatcom, WA 12/24/2020 638 2 Blueberries 10.0 years 3 (5 years) 31,700 74 1,885

Fountain Springs (4)

Tulare, CA 12/31/2020 160 1 Citrus (mandarins & lemons) 7.8 years 2 (5 years) 4,200 50 252

14,544 26 $ 255,991 $ 1,065 $ 14,809

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

(2) Annualized straight-line rent is 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.

Leases provide for a participation rent component based on the gross crop revenues earned on the respective farms.

The rent figures above represent only the minimum cash guaranteed under the respective leases.

In connection with the acquisition of this property, we executed a six -year, follow-on lease with a new tenant that will commence upon the expiration of the four-month lease executed on the date of acquisition.

The follow-on lease includes one, four -year extension option and provides for minimum annualized straight-line rents of approximately 606,000 .

In connection with the follow-on lease, we committed to provide up to $100,000 for certain irrigation improvements on the property.

As partial consideration for the acquisition of this property, we issued 288,303 OP Units, constituting an aggregate fair value of approximately 3.3 million as of the acquisition date.

In connection with the acquisition of Sutter Avenue (which occurred in two phases), we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.

On August 16, 2019, we acquired an 11.75% ownership interest in the LLC that was valued at approximately $280,000 at the time of acquisition.

On November 1, 2019, we acquired an additional 13.25% interest in the LLC that was valued at approximately $307,000 at the time of acquisition.

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

From the commencement of our ownership in the LLC through December 31, 2019 , there was no material income or loss recognized by the LLC;

thus, no net income or loss was recorded by us during the year ended December 31, 2019 .

Our combined 25.0% ownership interest in the LLC, valued at approximately $587,000 as of December 31, 2019 , is included within Other assets, net on the accompanying Consolidated Balance Sheet.

In connection with this acquisition, we executed two separate lease agreements with two different, unrelated third-party tenants.

The lease term of 3.3 years represents the weighted-average term of the two leases.

In addition, pursuant to one of these lease agreements, we committed to provide up to $1 million for certain irrigation improvements on the property.

In connection with the acquisition of this property, we committed to provide up to approximately 4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property by February 25, 2020.

We are currently unable to estimate when this approval will be obtained, if at all.

If approval is obtained, we have also committed to contribute up to 40,000 per approved acre for the development of such vineyards.

As provided for in the lease, we will earn additional rent on all of the aforementioned costs, if any, incurred by us.

In connection with the acquisition of this property, we executed a 10-year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the three-month lease executed on the date of acquisition.

The follow-on lease provides for minimum annualized straight-line rents of approximately $630,000, plus a participation rent component based on the gross revenues earned on the farm.

In addition, the farm is expected to be converted to organic farmland by the second half of 2021.

In connection with this acquisition, we executed a four-month leaseback agreement with the seller that provides for a fixed, one-time rental payment of $250,000.

In addition, we also executed a 10-year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the four-month leaseback agreement.

The follow-on lease provides for minimum annualized straight-line rents of approximately $372,000, plus a participation rent component based on the gross revenues earned on the farm.

In addition, the farm is expected to be converted to organic farmland by the second half of 2021.

(3) The lease provides for an initial term of 14.7 years and includes six tenant termination options throughout the initial term.

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

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

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

(5) Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option should the tenant become physically unable to continue farming operations on the property, effective as of the end of the then-current lease year (as defined within the lease).

(6) In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.

Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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

(7) Lease provides for an initial term of 3.1 years but also includes an annual tenant termination option should the tenant become physically unable to continue farming operations on the property, effective as of the end of the then-current lease year (as defined within the lease).

(8) In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.

Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $294,000 at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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

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

In addition, in connection with the acquisition of these properties, we committed to provide up to $3.0 million as additional compensation for a cold storage facility subject to a ground lease, contingent upon the approval by local municipal entity.

We are currently unable to estimate when or if this approval will be obtained.

Existing Properties

Property Add-on

In connection with the acquisition of a 366-acre vineyard located in Napa, California (“Withers Road”), in August 2019, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property by February 25, 2020 (the “Permit Deadline”).

In addition, if approval was obtained, we also committed to contribute up to $40,000 per approved acre for the development of such vineyards.

While approval of the additional plantings was not received from the County of Napa by the Permit Deadline, in March 2020, we executed an agreement with the tenant on Withers Road to extend the Permit Deadline until August 24, 2020.

In April 2020, we received notification from the County of Napa informing us that it had approved of additional vineyard plantings on 38.7 acres of the property.

As such, in May 2020, we paid additional compensation related to this acquisition of approximately $3.2 million.

As a result, and pursuant to a lease amendment, we will earn additional straight-line rental income of approximately $335,000 per year throughout the remaining term of the lease, which expires on December 31, 2029.

We will also earn additional rent on any of the aforementioned development costs as they are incurred by us.

Leasing Activity

The following table summarizes the leasing activity that has occurred on our existing properties since January 1, 2020, through the date of this filing (dollars in thousands):

NEW LEASES (1)

PRIOR LEASES NEW LEASES

Locations Number

Straight-line

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Straight-line

(Years) # of Leases

Participation

/ NN / N) (2)

AZ, CA, FL, MI, NC, NE, & TX

In connection with certain of these leases, we committed to provide capital for certain improvements on these farms.

See Note 7, “ Commitments and Contingencies—Operating Obligations ” in the accompanying notes to our consolidated financial statements for additional information on certain of these commitments.

AZ, CA, CO, FL, NC, & NE 20 30,555 $ 9,508 3 13 / 5 / 2 $ 8,819 4.9 6 14 / 6 / 0

(1) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents.

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On February 10, 2020, we reached an agreement with a tenant occupying four of our farms in Arizona to terminate the existing leases encompassing those four farms effective February 10, 2020.

As part of the termination agreement, the outgoing tenant made a one-time termination payment to us of $3.0 million, which will be recognized as additional lease revenue by us during the three months ending March 31, 2020.

The prior leases were scheduled to expire on September 15, 2026 (with two of the farms subject to the renewal of certain state leases currently scheduled to expire on February 14, 2022, and February 14, 2025), and in connection with the early termination of these leases, we will write off an aggregate net deferred rent balance of approximately $104,000, which will also be written off during the three months ending March 31, 2020.

In addition, upon termination of these leases, we entered into a new, seven-year lease with a new tenant effective immediately.

As part of the termination agreement, the outgoing tenant made a one-time termination payment to us of approximately $3.0 million, which we recognized as additional lease revenue during the year ended December 31, 2020.

In connection with the early termination of these leases, during the year ended December 31, 2020, we recognized approximately $89,000 of prepaid rent as additional lease revenue and wrote off an aggregate net deferred rent balance of approximately $254,000 against lease revenue.

In addition, approximately $470,000 of unamortized lease intangible assets related to the terminated leases were written off and charged to amortization expense during the year ended December 31, 2020.

Upon termination of these leases, we entered into a new, seven-year lease with a new tenant effective immediately.

These leases are included in the Leasing Activity table above.

Project Completion

During 2018 and 2019, we replaced a total of 40 irrigation pivots on one of our properties in Colorado at an aggregate total cost of approximately $2.6 million.

Pursuant to lease amendments executed during the year ended December 31, 2019 , in connection with this project, we will earn additional straight-line rental income of approximately $196,000 per year throughout the remaining term of the lease, which expires on February 28, 2021.

Financing Activity

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Since January 1, 2020, through the date of this filing, we have incurred the following new, long-term borrowings (dollars in thousands, except for footnotes;

for further discussion on certain defined terms used below, refer to Note 4, “ Borrowings ,” in the accompanying notes to our consolidated financial statements):

for further discussion on certain defined terms used below, refer to Note 4, “ Borrowings ,” within the accompanying notes to our consolidated financial statements):

Lender Date of

Issuance Principal

Amount Maturity

Date Principal

Amortization Stated

Rate Expected

Interest Rate Terms

Premier Farm Credit, FLCA

Fixed through October 31, 2023 (variable thereafter)

Fixed throughout term (2)

Rabo Agrifinance, LLC

Fixed throughout term (3)

GreenStone Farm Credit Services

Fixed through June 30, 2029 (variable thereafter)

GreenStone Farm Credit Services

Fixed through June 30, 2029 (variable thereafter)

Farm Credit West, FLCA

Fixed through July 31, 2026 (variable thereafter)

Farm Credit of Central Florida, ACA

Fixed throughout term

Farm Credit of Central Florida, ACA

Farmer Mac (2)

1/10/2020 $ 8,100 1/12/2024 None

(interest only) 2.66% 2.66% 2.66%;

Fixed throughout term

Fixed through January 4, 2027 (variable thereafter) (4)

Premier Farm Credit, FLCA 5/14/2020 4,500 1/1/2045 24.6 years 4.00% 2.92% Fixed through December 31, 2029 (variable thereafter)

Conterra Agricultural Capital, LLC 6/8/2020 2,100 7/1/2027 30.0 years 3.40% 3.40% Fixed throughout term

Farm Credit West, FLCA 6/24/2020 600 5/1/2044 24.2 years 3.00% 1.99% Fixed through July 31, 2026 (variable thereafter)

Farm Credit West, FLCA 6/24/2020 600 5/1/2044 24.2 years 3.00% 1.99% Fixed through August 31, 2026 (variable thereafter)

Farm Credit West, FLCA 6/25/2020 8,500 11/1/2045 25.0 years 3.75% 2.72% Fixed through June 30, 2030 (variable thereafter)

Farm Credit of the Virginias, ACA 8/31/2020 4,481 9/1/2030 25.0 years 3.99% 3.24% Fixed throughout term

PGIM Real Estate Finance, LLC 10/1/2020 19,042 7/1/2028 25.0 years 2.47% 2.47% Fixed throughout term

PGIM Real Estate Finance, LLC 10/1/2020 19,096 7/1/2028 25.0 years 2.45% 2.45% Fixed throughout term

AgAmerica Lending, LLC 10/23/2020 2,259 1/1/2028 30.0 years 3.50% 3.50% Fixed throughout term

Farm Credit West, FLCA (3)

Fixed through August 31, 2026 (variable thereafter) (5)

American AgCredit, ACA

Fixed through August 31, 2029 (variable thereafter)

12/10/2020 2,160 11/1/2045 24.5 years 3.70% 2.67% Fixed through January 31, 2031 (variable thereafter)

Farmer Mac (2)

12/11/2020 3,180 7/31/2023 None

(interest only) 2.13% 2.13% Fixed throughout term

Farmer Mac (2)

12/11/2020 10,673 10/31/2028 None

(interest only) 3.25% 3.25% Fixed throughout term

PGIM Real Estate Finance, LLC 12/15/2020 12,450 7/1/2028 None

(interest only) 2.98% 2.98% Fixed throughout term

12/17/2020 36,900 1/5/2030 28.6 years 2.75% 2.75% Fixed throughout term

Rabo AgriFinance, LLC (3)

Fixed throughout term (3)

12/24/2020 37,170 12/1/2030 25.0 years 3.21% 3.21% Fixed throughout term

Rabo AgriFinance, LLC (3)

Fixed throughout term (3)

Diversified Financial

Fixed throughout term

Fixed through January 4, 2027 (variable thereafter) (4)

(interest only)

Fixed throughout term (6)

(interest only)

Fixed throughout term (6)

(interest only)

Fixed throughout term (6)

12/24/2020 6,195 12/1/2022 None

(interest only) 2.46% 2.46% Fixed throughout term

Farm Credit West, FLCA 1/28/2021 2,073 11/1/2045 24.8 years 3.23% 2.20% Fixed through December 31, 2027 (variable thereafter)

Farmer Mac 2/4/2021 2,460 10/31/2028 25.0 years 3.13% 3.13% Fixed throughout term

Total / Weighted-averages $ 182,539 2.95% 2.83%

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The expected effective interest rates reflected in the table above are the interest rates net of expected interest patronage, which is based on either historical patronage actually received (for pre-existing lenders whom we have received interest patronage from) or indications from the respective lenders of estimated patronage to be paid (for new lenders).

See Note 4, “ Borrowings ,” in the accompanying notes to our consolidated financial statements for additional information on interest patronage received in current and prior years.

Approximately $498,000 of this funding was held back by the lender until certain irrigation improvements on the property were completed and is included within Other assets on the accompanying Consolidated Balance Sheet as of December 31, 2019 .

We currently expect these irrigation improvements to be completed during the three months ending March 31, 2020, at which point these funds will be released to us pursuant to an escrow holdback agreement.

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

See Note 4, “ Borrowings—Interest Rate Swap Agreements ,” in the accompanying notes to our consolidated financial statements for further discussion on these agreements.

Loans disbursed under the MetLife Facility.

The Interest rates on these new disbursements were blended with the existing interest rate on the previously-outstanding balance under the MetLife Term Notes.

Loan originally issued as a variable-rate loan and was converted to a fixed-rate loan effective September 1, 2019.

See Note 4, “ Borrowings—Farm Credit Notes Payable—Interest Patronage ,” in the accompanying notes to our consolidated financial statements for additional information on interest patronage.

(2) Represent amendments to bonds previously issued under the Farmer Mac Facility.

(3) Loans were issued as variable-rate loans but were fixed subsequent to their issuance.

Certain of these loans were effectively fixed through our entry into interest rate swap agreements with the lender (as counterparty).

See Note 4, “ Borrowings—Interest Rate Swap Agreements ,” in the accompanying notes to our consolidated financial statements for further discussion on these agreements.

(4) Loan disbursed under the New MetLife Facility.

Proceeds from these financings were used to fund new acquisitions, repay existing indebtedness, and for general corporate purposes.

Gladstone Securities, LLC (“Gladstone Securities”), an affiliate of ours, earned total financing fees of approximately $235,000 in connection with securing these financings.

Gladstone Securities, an affiliate of ours, earned total financing fees of approximately $270,000 in connection with securing these financings.

New MetLife Facility

As of December 31, 2019, our facility with Metropolitan Life Insurance Company (“MetLife”) consisted of a total of $200.0 million of term notes (the “Prior MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the Prior MetLife Term Notes, the “Prior MetLife Facility”).

The draw period for the Prior MetLife Term Notes expired on December 31, 2019, with approximately $21.5 million being left undrawn, and MetLife had no obligation to disburse the remaining funds under those notes.

On February 20, 2020, we entered into an agreement with MetLife to remove the MetLife Lines of Credit from the Prior MetLife Facility and create a new credit facility consisting of a new $75.0 million long-term note payable (the “New MetLife Term Note”) and the MetLife Lines of Credit (the “New MetLife Facility”).

For information on the pertinent terms of the issuances under the new MetLife Facility, refer to Note 4, “ Borrowings—New MetLife Facility ,” within the accompanying notes to our condensed consolidated financial statements.

Farm Credit Notes Payable—Interest Patronage

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

During the three months ended March 31, 2020, we recorded interest patronage of approximately $1.3 million related to interest accrued on loans from Farm Credit during the year ended December 31, 2019, which resulted in a 20.4% reduction (approximately 98 basis points) to the stated interest rates on such borrowings.

During the three months ended September 30, 2020, we also received approximately $306,000 of additional interest patronage related to our Farm Credit Notes Payable, as certain Farm Credit associations paid a portion of the 2020 interest patronage (which relates to interest accrued during 2020 but is typically received in 2021) early.

For further discussion on interest patronage, refer to Note 4, “ Borrowings—Farm Credit Notes Payable—Interest Patronage ,” in the accompanying notes to our consolidated financial statements.

Farmer Mac Facility

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

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

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

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

Series D Term Preferred Stock

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

As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $60.4 million and net proceeds, after deducting selling concessions and underwriting fees, of approximately $58.5 million.

The Series D Term Preferred Stock is traded under the ticker symbol “LANDM” on Nasdaq.

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

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

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

Redemption of Series A Term Preferred Stock

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

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

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

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

Equity Activity

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 newly-designated 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an offering price of $25.00 per share for gross proceeds of up to $150.0 million and net proceeds (after deducting dealer-manager fees, selling commissions, and estimated expenses of the offering payable by us) of up to

approximately $131.3 million , assuming all shares of the Series B Preferred Stock are sold in the Series B Offering.

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

Over the course of the Series B Offering, through the date of this filing, approximately 93.8% of the total Selling Commissions and Dealer-Manager Fees we paid to Gladstone Securities have been paid by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers.

See Note 6, “ Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement ,” within the accompanying notes to our consolidated financial statements for more details on the Dealer-Manager Agreement.

The following table summarizes the sales of our Series B Preferred Stock that occurred since January 1, 2019, through the date of this filing (dollars in thousands, except per-share amounts and footnotes):

Number of Shares Sold

Weighted-average

Gross Proceeds

Net Proceeds (1)

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 (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.

See Note 6, “ Related-Party Transactions—Gladstone Securities—Series B Dealer-Manager Agreement ,” within the accompanying notes to our consolidated financial statements for more details on the dealer-manager agreement entered into with Gladstone Securities in connection with the Series B Offering.

The following table summarizes the sales of our Series B Preferred Stock that occurred since January 1, 2020, through the date of this filing (dollars in thousands, except per-share amounts):

Shares Sold Weighted-average

Offering Price

per Share Gross Proceeds Net Proceeds (1)

1,229,531 $ 24.52 $ 30,148 $ 27,664

(1) Net of selling commissions and dealer-manager fees borne by us.

Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $2.5 million (of which approximately $2.3 million was remitted by Gladstone Securities to unrelated third-parties involved in the offering, such as participating broker-dealers and wholesalers).

In addition, since January 1, 2019, through the date of this filing, 20,353 shares of the Series B Preferred Stock were tendered for redemption at a weighted-average cash redemption price of $23.62 per share.

As a result, we paid total redemption costs of approximately $481,000 to redeem and retire these shares.

The offering of the Series B Preferred Stock will terminate on the date that is the earlier of either June 1, 2023 (unless terminated earlier or extended by our Board of Directors), or the date on which all 6,000,000 shares offered in the Series B Offering are sold (the “Termination Date”).

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

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

Follow-on Offerings

From January 1, 2019, through the date of this filing, we completed one overnight public offering of our common stock, which is summarized in the following table (dollars in thousands, except per-share amounts):

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

During the course of the Series B Offering, we paid aggregate selling commissions and dealer-manager fees to Gladstone Securities of approximately $12.5 million, of which approximately $11.7 million, or 93.7%, were remitted by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers.

Excluding Series B Selling Commissions and Series B Dealer-Manager Fees, we incurred approximately $1.6 million of total costs related to 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 new 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 newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”).

Under the Series C Offering, we may sell up to 20,000,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Primary Series C Offering”) and up to 6,000,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) to those holders of the Series C Preferred Stock who do not elect to opt-out of such plan.

See Note 6, “ Related-Party Transactions—Gladstone Securities—Series C Dealer-Manager Agreement ,” within the accompanying notes to our consolidated financial statements for more details on the dealer-manager agreement entered into with Gladstone Securities in connection with the Series C Offering.

The following table summarizes the sales of our Series C Preferred Stock that occurred since January 1, 2020, through the date of this filing (dollars in thousands, except per-share amounts and footnotes):

Shares Sold (1)

Weighted-average

Offering Price

Gross Proceeds (1)

Net Proceeds (1)(2)

Includes the underwriters’ exercise of the over-allotment option in connection with each offering.

Net of underwriting commissions and discounts.

Offering Price Per Share Gross Proceeds Net Proceeds (2)

1,401,961 $ 24.81 $ 34,789 $ 31,895

(1) Excludes share redemptions and shares issued pursuant to the DRIP.

From January 1, 2020, through the date of this filing, we redeemed 138 shares and issued approximately 625 shares of the Series C Preferred Stock pursuant to the DRIP.

(2) Net of selling commissions and dealer-manager fees borne by us.

Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $2.9 million (of which approximately $2.7 million was remitted by Gladstone Securities to unrelated third-parties involved in the offering, such as participating broker-dealers and wholesalers).

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

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

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

Follow-on Offering

In October 2020, we completed a public offering of our common stock.

The following table summarizes the details of the offering, including the underwriters’ full exercise of the over-allotment option in connection with the offering (dollars in thousands, except per-share amounts):

Shares Sold Weighted-average

Offering Price Per Share Gross Proceeds Net Proceeds (1)

1,897,500 $ 14.40 $ 27,324 $ 26,094

(1) Net of underwriter discounts and commissions.

At-the-Market Program

On August 7, 2015, we entered into equity distribution agreements with Cantor Fitzgerald & Co.

and Ladenburg Thalmann & Co., Inc.

(each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $30.0 million (the “ATM Program”).

The following table summarizes the activity under the ATM Program from January 1, 2019, through the date of this filing (dollars in thousands):

Number of Shares Sold

Weighted-average

On May 12, 2020, we terminated the Prior ATM Program (as defined in Note 8, “ Equity—Equity Issuances—Common Stock—At-the-Market-Program ,” within the accompanying notes to our consolidated financial statements) and entered into new equity distribution agreements with Virtu Americas, LLC, and Ladenburg Thalmann & Co., Inc.

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

The following table summarizes the activity under the ATM Programs from January 1, 2020, through the date of this filing (dollars in thousands):

Number of Shares Sold Weighted-average

Offering Price

Gross Proceeds

Net Proceeds (1)

Per Share Gross Proceeds Net Proceeds (1)

3,620,706 $ 14.77 $ 53,466 $ 52,930

(1) Net of underwriter commissions and discounts.

From January 1, 2019, through the date of this filing, we issued 288,303 OP Units as partial consideration for a new acquisition.

The OP Units were valued at $11.41 per unit (based on the closing stock price of the Company’s common stock on the date of issuance) for a total aggregate fair value of approximately $3.3 million.

In addition, since January 1, 2019, a total of 570,879 OP Units were tendered for redemption.

As a result, we issued 570,879 shares of common stock (in exchange for 570,879 of the tendered OP Units).

The extent to which the COVID-19 pandemic may impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects will depend on numerous evolving factors that we are not be able to predict at this time, including the duration and long-term scope of the pandemic;

the adequate production and distribution of vaccinations;

governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic;

the impact on economic activity from the pandemic and actions taken in response;

the effect on our tenants and their farming operations;

the ability of our tenants to make their rental payments;

any closures of our tenants’ operations;

and our ability to secure debt financing, service future debt obligations, or pay distributions to our stockholders.

Any of these events could materially adversely impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects.

During 2020, we granted short-term rent extensions to two tenants who owed semi-annual rental payments totaling approximately $340,000.

Additional time was granted to these tenants due to delays in payments owed to them from their respective processors, which were primarily caused by the strict government-mandated lockdowns in the state of Michigan in response to COVID-19.

These rental payments were collected in full during the year ended December 31, 2020, and we have not received any further requests from tenants seeking relief as a result of COVID-19;

however, no assurances can be made that we will not receive additional rent deferral or modification requests in the future.

LIBOR Transition

The majority of our debt is at fixed rates, and we currently have very limited exposure to variable-rate debt based upon the London Interbank Offered Rate (“LIBOR”), which is anticipated to be phased out during late 2021.

LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”), which will incorporate certain overnight repo market data collected from multiple data sets.

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We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly.

The investment advisory agreement with our Adviser that was in effect through March 31, 2017, and the current administration agreement with our Administrator (the “Administration Agreement”) each became effective February 1, 2013.

investment advisory agreement with our Adviser that was in effect through March 31, 2017, and the current administration agreement with our Administrator (the “Administration Agreement”) each became effective February 1, 2013.

The advisory agreement with our Adviser that was in effect through June 30, 2019 (the “Prior Advisory Agreement”), was amended and restated on July 9, 2019 (as amended, the “2019 Advisory Agreement”), and again amended and restated on January 14, 2020 (as amended, the “2020 Advisory Agreement,” and, together with the Prior Advisory Agreement and the 2019 Advisory Agreement, the “Advisory Agreements”).

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Advisory Agreements

Pursuant to each of the Prior Advisory Agreement (which was in effect from April 1, 2017, through June 30, 2019), the 2019 Advisory Agreement (which was in effect from July 1, 2019, through December 31, 2019), and the 2020 Advisory Agreement (which was effective as of January 1, 2020), our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee.

Pursuant to each of the Prior Advisory Agreement (which was in effect from April 1, 2017, through June 30, 2019), the 2019 Advisory Agreement (which was in effect from July 1, 2019, through December 31, 2019), and the 2020 Advisory Agreement (which has been in effect since January 1, 2020), our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee.

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

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The 2020 Advisory Agreement revised and replaced the previous calculation of the base management fee, which was previously based on equity, with a calculation based on gross real estate assets (in each case, as further described below), while all other fees remained unchanged.

Each of the base management, incentive, capital gains, and termination fees is described below.

The base management and incentive fees are described below.

For information on the capital gains and termination fees, refer to Note 6, “ Related-Party Transactions—Our Adviser and Administrator—Advisory Agreements ,” within the accompanying notes to our consolidated financial statements.

Base Management Fee

Pursuant to the Prior Advisory Agreement, a base management fee was paid quarterly and was calculated as 2.0% per annum (0.50% per quarter) of the calendar quarter’s total adjusted equity, which was defined as total equity plus total mezzanine equity, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Equity”).

Under the 2019 Advisory Agreement, a base management fee was paid quarterly and was calculated as 2.0% per annum ( 0.50% per quarter) of the prior calendar quarter’s total adjusted common equity, which was defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Common Equity”).

Pursuant to the 2020 Advisory Agreement, a base management fee will be paid quarterly and will be calculated at an annual rate of 0.50% (0.125% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, irrigation and drainage systems, horticulture, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

Pursuant to the 2019 Advisory Agreement, a base management fee was paid quarterly and was calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter’s total adjusted common equity, which was defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Common Equity”).

Under the 2020 Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.50% (0.125% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, irrigation and drainage systems, permanent plantings, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

Relevant to prior agreements with our Adviser, which calculated the management fee based on an equity component, management believes the updated fee calculation pursuant to the 2020 Advisory Agreement provides for a more direct correlation between the fee paid to our Adviser and the assets our Adviser is responsible for managing.

The following table compares what the historical base management fee has been on an actual basis for the years ended December 31, 2019, 2018, and 2017, versus what it would have been had the 2020 Advisory Agreement

been in place during each of those years (dollars in thousands):

For the Years Ended December 31,

2019 2018 2017

Actual gross base management fee (1)

$ 3,623 $ 2,837 $ 2,041

Hypothetical gross base management fee (2)

3,150 2,433 2,010

Hypothetical increase (decrease) in base management fee $ (473) $ (404) $ (31)

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(2) Calculated as if the 2020 Advisory Agreement had been in place as of January 1, 2017.

We are unable to project the impact of the 2020 Advisory Agreement on the base management fee going forward and how it might compare to that of the 2019 Advisory Agreement or the Prior Advisory Agreement, as we are unable to estimate the amount of equity to be issued or new tangible assets to be acquired in future periods.

During the years ended December 31, 2019 and 2018, our Adviser granted us certain non-contractual, unconditional, and irrevocable waivers (as discussed further below, under “ —Results of Operations—Operating Expenses—Related-Party Fees ”), which were applied as credits against the base management fees for the respective periods.

In addition, had the 2019 Advisory Agreement been in place during the year ended December 31, 2020, the hypothetical base management fee would have been approximately $3.5 million, as compared to the actual base management fee calculated under the 2020 Advisory Agreement of approximately $4.3 million.

We are unable to project the impact of the 2020 Advisory Agreement on the base management fee going forward and how it might compare to that of the 2019 Advisory Agreement or

the Prior Advisory Agreement, as we are unable to estimate the amount of equity to be issued or new tangible assets to be acquired in future periods.

During the year ended December 31, 2019, our Adviser granted us certain non-contractual, unconditional, and irrevocable waivers (as discussed further below, under “ —Results of Operations—Operating Expenses—Related-Party Fees ”), which were applied as credits against the base management fee for the period.

We did not have any such waivers for the year ended December 31, 2020.

Incentive Fee

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

Under each of the 2019 Advisory Agreement and the 2020 Advisory Agreement, an incentive fee was and will be calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75% ( 7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

Under each of the 2019 Advisory Agreement and the 2020 Advisory Agreement, an incentive fee was and is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

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

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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 services 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.

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

As approved by our Board of Directors, effective July 1, 2014, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.

Former Emerging Growth Company Status

Through December 30, 2018, we were an “emerging growth company,” as defined in the JOBS Act, and were permitted to take advantage of certain exemptions from various reporting requirements that were applicable to other public companies that are not “emerging growth companies.” In particular, Section 107 of the JOBS Act provides that an emerging growth company may choose to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards, meaning that the company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

Additionally, we were eligible to take advantage of certain other exemptions from various reporting requirements that were applicable to public companies that are not emerging growth companies, including, but not limited to, an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

As an emerging growth company, we had the ability to defer compliance with new or revised accounting standards to the dates on which adoption of such standards was required for private companies for as long as we maintained our emerging company status.

The election to defer such compliance did not have a material impact on our financial statements and the comparability of our financial statements to that of similar public companies.

Current Smaller Reporting Company Status

Smaller Reporting Company Status

As of December 31, 2018, and through December 31, 2020, we qualified as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $250 million or less than $100 million in annual revenues for the previous year and no public float.

Companies can also qualify as a smaller reporting company if they have annual revenues of less than $100 million for the previous year and a public float of less than $700 million.

Though we are no longer an emerging growth company, as a smaller reporting company, we have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

However, we qualified as a smaller reporting company under an alternate threshold because we had annual revenues of less than $100 million for the previous year and a public float of less than $700 million.

As a smaller reporting company, we have reduced disclosure requirements for our public filings, including the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Critical Accounting Policies

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When we acquire real estate, we allocate the purchase price to:

(i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), buildings, and horticulture, 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.

(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.

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

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▪ Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2018.

From January 1, 2018, through December 31, 2019 , we acquired 39 new farms (including one farm that we acquired without a lease in place and was mostly vacant during a majority of the year ended December 31, 2018 ) and disposed of one farm;

Vacant or self-operated properties represent farms that were either vacant (either wholly or partially) at any point during either period presented or operated by a wholly-owned subsidiary of ours.

We had two farms that were vacant for a portion of the year December 31, 2019 , and we had two farms that were either vacant or leased to Land Advisers during a portion of the year ended December 31, 2018 .

From January 1, 2019, through December 31, 2020, we acquired 52 new farms and did not have any farm dispositions;

▪ Vacant or self-operated properties represent farms that were either vacant (either wholly or partially) or operated by a wholly-owned subsidiary of ours at any point during either period presented.

We had two farms that were vacant for a portion of the year December 31, 2019.

A comparison of our operating results for the years ended December 31, 2020 and 2019 is below (dollars in thousands):

For the Years Ended December 31,

2020 2019 $ Change

Operating revenues:

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Fixed lease payments

$ 51,377 $ 38,168 $ 13,209 34.6%

Variable lease payments – participation rents

2,387 2,326 61 2.6%

Variable lease payments – tenant reimbursements

Total lease revenues

Other operating revenues

457 198 259 130.8%

Lease termination income, net

2,810 — 2,810 NM

Total operating revenues

57,031 40,692 16,339 40.2%

Operating expenses:

Depreciation and amortization

16,655 12,790 3,865 30.2%

Property operating expenses

Management, incentive, and capital gains fees, net of credits

1,848 2,473 (625) (25.3)%

Base management and incentive fees, net of credits

7,327 2,927 4,400 150.3%

Administration fee

1,448 1,207 241 20.0%

General and administrative expenses

Other operating expenses

2,102 1,989 113 5.7%

Total operating expenses, net of credits

29,380 21,386 7,994 37.4%

Operating income

27,651 19,306 8,345 43.2%

Other income (expense)

1,872 938 934 99.6%

Interest expense

(20,621) (16,331) (4,290) 26.3%

Dividends declared on Series A Term Preferred Stock

(Loss) gain on dispositions of real estate assets, net

Property and casualty recovery (loss), net

Loss on write-down of inventory

(1,833) (1,833) — —%

Loss on dispositions of real estate assets, net

(2,180) (328) (1,852) 564.6%

Property and casualty recovery, net

70 10 60 600.0%

Loss from investments in unconsolidated entities

Total other expense, net

(22,696) (17,544) (5,152) 29.4%

4,955 1,762 3,193 181.2%

Net income attributable to non-controlling interests

(29) (21) (8) 38.1%

Net income attributable to the Company

Dividends declared on Series B Preferred Stock

Net (loss) income attributable to common stockholders

4,926 1,741 3,185 182.9%

Aggregated dividends declared on and charges related to Series B and Series C Preferred Stock

(9,322) (4,240) (5,082) 119.9%

Net loss attributable to common stockholders

$ (4,396) $ (2,499) $ (1,897) 75.9%

NM = Not Meaningful

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For the Years Ended December 31,

2020 2019 $ Change % Change

Same-property basis:

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Participation rents 2,387 2,326 61 2.6%

Lease termination income, net 2,810 — 2,810 —%

Total – Same-property basis 37,091 33,533 3,558 10.6%

Properties acquired or disposed of:

Fixed lease payments

Participation rents

Total – Properties acquired or disposed of

19,222 6,714 12,508 186.3%

Vacant or self-operated properties 261 247 14 5.7%

Tenant reimbursements (1)

457 198 259 130.8%

Total Lease revenues $ 57,031 $ 40,692 $ 16,339 40.2%

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Same-property Basis – 2020 compared to 2019

Lease revenues from fixed lease payments increased for the year ended December 31, 2019 , primarily due to recent renewals of certain leases at higher rental rates, as well as additional rents earned on recent capital improvements completed on certain of our farms.

Lease revenues from fixed lease payments increased for the year ended December 31, 2020, primarily due to recent renewals and amendments at net higher rental rates, as well as additional rents earned on recent capital improvements completed on certain of our farms.

These increases were partially offset by the renewals of certain other leases, in which we decreased the fixed base rent component in exchange for adding in a participation rent component to the lease structure.

Lease revenues from participation rents increased for year ended December 31, 2019 , primarily due to strong production and pricing from certain of our farms growing nuts.

Participation rents related to these leases, if any, are expected to be recorded during the year ending December 31, 2021.

Lease revenues from participation rents increased slightly for year ended December 31, 2020, primarily due to the participation rent component of one additional farm becoming active during 2020, partially offset by lease amendments on two other farms during the year, in which we decreased the participation rent component in exchange for higher fixed base cash rents.

During the year ended December 31, 2020, 19 of our farms, consisting of 4,844 farm acres, were subject to leases with active participation rent components, as compared to 18 farms consisting of 6,311 farm acres in the prior year.

During the year ended December 31, 2020, we received an early lease termination payment from an outgoing tenant on a property of approximately $3.0 million, which we recognized as additional lease revenue upon receipt, less a net balance of approximately $165,000 of aggregate prepaid rent and deferred rent assets balances that were written off against this amount.

For further discussion on this lease termination, see above, under “ Overview—Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity—Lease Termination .”

Other – 2020 compared to 2019

Lease revenues from both fixed rents and participation rents increased for the year ended December 31, 2019 , primarily due to additional revenues earned on new farms acquired subsequent to December 31, 2017 , partially offset by the loss of revenue from a farm that was sold in July 2018.

Lease revenues from vacant or self-operated properties decreased for year ended December 31, 2019 , primarily due to certain leases being renewed at lower rental rates on farms following their respective vacancies, partially offset by additional revenue earned on the farm that was operated by Land Advisers during a portion of 2018.

The increase in tenant reimbursements for year ended December 31, 2019 , was due to additional contractual reimbursements of property taxes and other operating costs.

Tenant reimbursements during the year ended December 31, 2019 , also included payments made by a tenant to an unconsolidated entity of ours on our behalf pursuant to the lease agreement.

Other Operating Revenues:

Other operating revenues primarily consisted of revenue earned from sales of harvested crops on a farm that was operated by Land Advisers from October 17, 2017, until July 31, 2018, at which time the farm was leased to a new, unrelated third-party tenant under a 10-year lease.

Lease revenue from properties acquired or disposed of increased for the year ended December 31, 2020, primarily due to additional revenues earned on new farms acquired subsequent to December 31, 2018.

Lease revenue for vacant or self-operated properties increased for the year ended December 31, 2020, primarily due to additional revenues earned during 2020 on farms that were vacant for a portion of 2019.

Tenant reimbursement revenue increased for the year ended December 31, 2020, primarily due to additional payments made by certain tenants on our behalf (pursuant to the lease agreements) to an unconsolidated entity of ours that conveys water to the respective properties.

Operating Expenses

Depreciation and Amortization

The following table provides a summary of the depreciation and amortization expense recorded during the year ended December 31, 2019 and 2018 (dollars in thousands):

The following table provides a summary of the depreciation and amortization expense recorded during the years ended December 31, 2020 and 2019 (dollars in thousands):

For the Years Ended December 31,

2020 2019 $ Change % Change

Same-property basis $ 10,887 $ 10,543 $ 344 3.3%

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Total Depreciation and amortization expense $ 16,655 $ 12,790 $ 3,865 30.2%

Depreciation and amortization expense on a same-property basis increased for year ended December 31, 2019 , as compared to the prior year, primarily as a result of additional depreciation on site improvements completed on certain properties subsequent to December 31, 2017 , partially offset by the expiration of certain lease intangible amortization periods subsequent to December 31, 2017 .

Depreciation and amortization expense on properties acquired or disposed of increased for year ended December 31, 2019 , as compared to the prior year, primarily due to the additional depreciation and amortization expense incurred on the new farms acquired subsequent to December 31, 2017 .

Depreciation and amortization expense from vacant or self-operated properties decreased for the year ended December 31, 2019 , as compared to the prior year, primarily due to the expiration of certain depreciation periods on a farm that was vacant during a portion of the prior year.

Depreciation and amortization expense on a same-property basis increased for year ended December 31, 2020, as compared to the prior year, primarily due to accelerated amortization expense recognized due to an early lease termination (see above, under “ Overview—Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity—Lease Termination ”), as well as additional depreciation on site improvements completed on certain properties subsequent to December 31, 2018, and partially offset by the expiration of certain lease intangible amortization periods subsequent to December 31, 2018.

Depreciation and amortization expense on properties acquired or disposed of increased for the year ended December 31, 2020, as compared to the prior year, primarily due to the additional depreciation and amortization expense incurred on the new farms acquired subsequent to December 31, 2018.

Depreciation and amortization expense from vacant or self-operated properties decreased slightly for the year ended December 31, 2020, as compared to the prior year, primarily due to certain tangible assets on two farms that were vacant during a portion of the prior year reaching the end of their useful lives during the year ended December 31, 2020.

Property-operating Expenses

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During the second half of 2019, these wells were connected to permanent power sources, and the generators were no longer needed.

The following table provides a summary of the property-operating expenses recorded during years ended December 31, 2019 and 2018 (dollars in thousands):

The following table provides a summary of the property-operating expenses recorded during the years ended December 31, 2020 and 2019 (dollars in thousands):

For the Years Ended December 31,

2020 2019 $ Change % Change

Same-property basis $ 1,233 $ 2,129 $ (896) (42.1)%

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Tenant-reimbursed property operating expenses (1)

457 198 259 130.8%

Total Property operating expenses $ 1,848 $ 2,473 $ (625) (25.3)%

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Same-property Basis – 2020 compared to 2019

For the year ended December 31, 2019 , property-operating expenses on a same-property basis increased, primarily due to an increase in costs incurred for the above-referenced generator rentals, as well as incurring additional expenses related to obtaining certain permits on one of our California properties.

Property operating expenses decreased for the year ended December 31, 2020, primarily due to additional costs incurred during the prior year for the above-referenced generator rentals and for obtaining certain permits on one of our California properties.

Other – 2020 compared to 2019

Property operating expenses on properties acquired or disposed of increased for the year ended December 31, 2020, primarily due to additional miscellaneous property-operating expenses incurred on certain of the new farms we acquired subsequent to December 31, 2018.

Property operating expenses on vacant or self-operated properties decreased for the year ended December 31, 2019 , primarily due to the farm that was operated by Land Advisers during a portion of 2018 being leased to an unrelated third-party tenant under a triple-net lease agreement during the entirety of 2019.

The increase in tenant-reimbursed property operating expenses for the year ended December 31, 2019 , was due to additional property taxes paid by us on certain of our properties, as well as miscellaneous operating costs incurred by us in connection with our ownership interest in an unconsolidated entity.

Property operating expenses on vacant or self-operated properties remained flat for the year ended December 31, 2020.

Tenant reimbursement expense increased for the year ended December 31, 2020, primarily due to additional property taxes paid by us on certain of our properties and increased miscellaneous operating costs incurred by us in connection with our ownership interest in an unconsolidated entity.

In both of these situations, the respective tenants are contractually obligated to reimburse us per the respective leases.

Related-Party Fees

Certain fee calculations changed pursuant to an amendment to the agreement with our Adviser during the year ended December 31, 2019 .

For a discussion of the changes to these fees, see above, under “ —Our Adviser and Administrator—Advisory Agreements—Incentive Fee ”).

The following table summarizes the base management, incentive, and capital gains fees due to our adviser, in each case, as applicable, net of the respective credits, for the years ended December 31, 2019 and 2018 (dollars in thousands):

Certain fee calculations changed pursuant to amendments to the agreements with our Adviser that were approved on July 9, 2019, and January 14, 2020.

For a discussion of the changes to these fees, see above, under “ Overview—Our Adviser and Administrator—Advisory Agreements.

” The following table summarizes the base management, incentive, and capital gains fees

due to our Adviser, in each case, as applicable, net of the respective credits, and the administration fee due to our Administrator for the years ended December 31, 2020 and 2019 (dollars in thousands):

For the Years Ended December 31,

2020 2019 $ Change % Change

Base management fee, gross (1)

$ 4,289 $ 3,623 $ 666 18.4%

Credits granted by Adviser’s board of directors applied against the base management fee (2)

— (1,543) 1,543 (100.0)%

Base management fee, net 4,289 2,080 2,209 106.2%

Incentive fee, gross (1)

3,038 847 2,191 258.7%

Credits granted by Adviser’s board of directors applied against the incentive fee (2)

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Total credits granted by Adviser’s board of directors (1)

— (1,543) 1,543 (100.0)%

Total fees to Adviser, net $ 7,327 $ 2,927 $ 4,400 150.3%

Administration fee to Administrator (1)

$ 1,448 $ 1,207 $ 241 20.0%

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

(2) Represent non-contractual, unconditional, and irrevocable waivers granted to us by our Adviser.

The base management fee increased during the year ended December 31, 2019 , as compared to the prior year, primarily due to additional equity raised since January 1, 2018, partially offset by a change in the calculation of the base management fee pursuant to the 2019 Advisory Agreement.

From January 1, 2018, through December 31, 2019, we raised approximately $106.0 million of aggregate net proceeds (net of both direct costs and allocated indirect costs and net of redemptions) through sales of our Series B Preferred Stock (which increased the base on which the base management fee was calculated through June 30, 2019) and approximately $72.1 million of aggregate net proceeds (net of both direct costs and allocated indirect costs) through follow-on common stock offerings and our ATM Program (which increased the base on which the base management fee was calculated through December 31, 2019).

In addition, our Adviser granted us non-contractual, unconditional, and irrevocable waivers to be applied against the base management fee during each of the years ended December 31, 2019 and 2018 .

Our Adviser earned an incentive fee during the year ended December 31, 2019 , due to our Pre-Incentive Fee FFO (as defined in the respective agreement with our Adviser) exceeding the required hurdle rate of the applicable base.

No incentive fee was earned by our Adviser during the year ended December 31, 2018 .

Our Adviser earned a capital gains fee during the year ended December 31, 2018 , primarily as a result of the gain recognized on the sale of a farm that occurred in Oregon in July 2018.

In addition, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver to be applied against the capital gains fee earned during the three months ended September 30, 2018.

The waiver was calculated as of September 30, 2018;

however, additional capital losses incurred due to asset dispositions during the three months ended December 31, 2018, further decreased the amount of capital gains fee earned by our Adviser, resulting in a net credit for the year ended December 31, 2018 .

No capital gains fee was earned by our Adviser during the year ended December 31, 2019 .

The administration fee paid to our Administrator decreased for the year ended December 31, 2019 , as compared to the prior year, primarily due to us using a lower share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator.

The base management fee increased during the year ended December 31, 2020, as compared to the prior year, primarily due to a change in the calculation of the base management fee.

For the year ended December 31, 2020, the base management fee was calculated as 0.125% (0.5% per annum) of the respective prior calendar quarter’s Gross Tangible Real Estate, which base was increased due to a large volume of acquisitions during 2019 and 2020, whereas the base management fee for the year ended December 31, 2019, was calculated as 0.5% (2.0% per annum) of either the Total Adjusted Equity (through June 30, 2019) or the Total Adjusted Common Equity (from July 1, 2019, through December 31, 2019) as of the end of the respective prior calendar quarters.

See above, under “ Overview—Our Adviser and Administrator—Advisory Agreements—Base Management Fee ,” for further discussion on the calculation of the base management fee for each period.

In addition, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver to be applied against the base management fee during the year ended December 31, 2019.

Our Adviser earned incentive fees during each of the years ended December 31, 2020 and 2019 due to our Pre-Incentive Fee FFO (as defined in the respective agreements with our Adviser) exceeding the required hurdle rate of the equity base applicable to each period.

Incentive fees were earned during the first, third, and fourth quarters of fiscal year 2020, as compared to just the fourth quarter of fiscal year 2019.

Our Adviser did not earn a capital gains fee during the year ended December 31, 2020 or 2019, as we did not sell any of our properties during either period.

The administration fee paid to our Administrator increased during the year ended December 31, 2020, as compared to the prior year, primarily due to hiring additional personnel and us using a higher overall share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator.

Other Operating Expenses

General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses.

General and administrative expenses increased for the year ended December 31, 2019 , as compared to the prior year, primarily driven by higher professional fees (specifically, increased auditing and accounting-related expenses), partially offset by decreases in acquisition-related costs expensed and bad debt expense.

Other operating expenses represent the portion of growing costs, harvesting and selling costs, and certain overhead costs allocated to the costs of crops sold on a farm that was operated by Land Advisers from October 17, 2017, until July 31, 2018.

During the year ended December 31, 2018 , we allocated approximately $7.7 million of costs to the crops sold during the period (excluding the allocation of fees earned by our Adviser from Land Advisers of approximately $176,000 ).

Additionally, our

Adviser granted Land Advisers a non-contractual, unconditional, and irrevocable waiver of approximately $190,000 to be applied against a portion of the fees incurred by our Adviser on behalf of Land Advisers pursuant to the TRS Expense Sharing Agreement.

Effective August 1, 2018, the farm was leased to a new, unrelated third-party tenant under a 10-year lease.

General and administrative expenses increased during the year ended December 31, 2020, as compared to the prior year, primarily due to increases in certain professional fees and stockholder-related expenses.

During the year ended December 31, 2020, we incurred additional legal fees related to an offering that was subsequently aborted, at which time the costs were expensed, and stockholder-related expenses were higher due to a one-time listing fee paid to Nasdaq for the listing of our Series B Preferred Stock.

Other Income (Expense)

Other income, which generally consists of interest patronage received from Farm Credit (as defined in Note 4, “ Borrowings ,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments, increased for the year ended December 31, 2020, as compared to the prior year, primarily driven by additional interest patronage received from Farm Credit (due to increased borrowings from Farm Credit).

During the year ended December 31, 2019 , we recorded approximately $700,000 of interest patronage from Farm Credit related to interest accrued during 2018, compared to approximately $336,000 of interest patronage recorded during the prior year.

The receipt of interest patronage received from Farm Credit during 2019 resulted in a 21.2% decrease (approximately 95 basis points) to our effective interest rate on our aggregate borrowings from Farm Credit during the year ended December 31, 2018.

In addition, during the year ended December 31, 2019 , we also recorded as income a commission rebate received in connection with a property acquired during the period and, through July 31, 2019, contractual payments received from a potential buyer of one of our farms pursuant to a reinstated sale agreement to keep the purchase option open (which amounts were nonrefundable and were recognized as income upon receipt).

This sale agreement was terminated in August 2019, at which time we recognized $110,000 of income as a result of accumulated deferred revenue related to the terminated sale agreement.

Payments received from the potential buyer of the farm were initially deferred and were recognized as income upon termination of the agreement.

During the year ended December 31, 2020, we recorded approximately $1.3 million of interest patronage from Farm Credit related to interest accrued during 2019, compared to approximately $700,000 of interest patronage recorded during the prior year.

The interest patronage received from Farm Credit during 2020 that related to 2019 interest expense resulted in a 20.4% decrease (approximately 98 basis points) to our effective interest rate on our aggregate borrowings from Farm Credit during the year ended December 31, 2019.

During the year ended December 31, 2020, we also received approximately $306,000 of additional interest patronage from Farm Credit, as certain Farm Credit associations prepaid a portion of the 2020 interest patronage (which relates to interest accrued during 2020 but is typically received in 2021).

In addition, Other income for the year ended December 31, 2020, also includes $200,000 of income as a result of a commission rebate received in connection with a property acquired during the period.

Other income for the year ended December 31, 2019, also includes an aggregate of approximately $208,000 of additional income as a result of accumulated deferred revenue related to a sale agreement for one of our farms that was later terminated and a commission rebate received in connection with a property acquired during the period.

Interest expense increased for the year ended December 31, 2020, as compared to the prior year, primarily due to increased overall borrowings.

The weighted-average principal balance of our aggregate borrowings (excluding our Series A Term Preferred Stock) outstanding for the year ended December 31, 2020, was approximately $502.4 million, as compared to approximately $397.9 million for the prior year.

Including interest patronage received on certain of our Farm Credit borrowings, the overall effective interest rate charged on our aggregate borrowings (excluding the impact of debt issuance costs) was 3.77% and 3.59% for the years ended December 31, 2019 and 2018 , respectively.

Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the overall effective interest rate charged on our aggregate borrowings was 3.95% for each of the years ended December 31, 2020 and 2019.

During each of the years ended December 31, 2020 and 2019, we paid aggregate distributions on our Series A Term Preferred Stock (which distributions are treated similar to interest expense) of approximately $1.8 million.

During the year ended December 31, 2019 , we recorded a net loss on dispositions of real estate assets, primarily related to the disposal of certain irrigation improvements on two of our farms.

During the year ended December 31, 2018 , we recorded a net capital gain, primarily driven by a sale of one of our farms in Oregon.

The net property and casualty recoveries (losses) recorded during each of the years ended December 31, 2019 and 2018 , related to natural disasters that damaged certain irrigation improvements on two of our properties and the insurance recoveries received related to the damaged improvements.

During the year ended December 31, 2019 , we estimated the aggregate carrying value of the damaged improvements to be approximately $74,000, and we received insurance recoveries of approximately $84,000, resulting in a net property and casualty recovery of approximately $10,000 for the year.

For the loss incurred during the year ended December 31, 2018 , we estimated the aggregate carrying value of the damaged improvements to be approximately $194,000, and we recognized the write-down in the carrying value of the assets as a property and casualty loss during the year ended December 31, 2018 .

The loss on write-down of crop inventory recorded during the year ended December 31, 2018 , was the result of unsold crops grown on the farm operated by Land Advisers.

Due to certain market conditions during 2018, we were unable to sell all of the crops and therefore assessed their market value to be zero.

Accordingly, we wrote down the cost of crop inventory to its estimated market value of zero and recorded a loss during the year ended December 31, 2018 .

During the year ended December 31, 2020, and 2019, we recorded net losses on dispositions of real estate assets primarily due to the disposal of certain irrigation improvements on certain of our farms, partially offset during the year ended December 31, 2020, by net gains recognized on the sale of irrigation pivots on two of our farms that were replaced.

The net property and casualty recovery recorded during the years ended December 31, 2020 and 2019 related to insurance recoveries received for certain irrigation improvements that were damaged due to natural disasters.

During the year ended December 31, 2020, we recognized a loss in an unconsolidated entity of approximately $4,000.

We first acquired an interest in this entity during the three months ended September 30, 2019;

there was no material gain or loss recognized during the year ended December 31, 2019.

During the year ended December 31, 2020, the aggregate dividends paid on our Series B Preferred Stock and Series C Preferred Stock increased over that of the prior year due to additional shares issued and outstanding during the current year.

In addition, during the year ended December 31, 2020, we also wrote off approximately $44,000 of offering costs related to redemptions of our Series B Preferred Stock.

LIQUIDITY AND CAPITAL RESOURCES

Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under the MetLife Facility, as defined below under “ —Debt Capital ”), and issuances of additional equity securities.

Our current available liquidity is approximately $53.8 million , consisting of approximately $28.5 million in cash on hand and, based on the current level of collateral pledged, approximately $25.3 million of availability under the MetLife Facility (subject to compliance with covenants).

Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under the New MetLife Facility), and issuances of additional equity securities.

Our current available liquidity is approximately $75.3 million, consisting of approximately $51.2 million in cash on hand and, based on the current level of collateral pledged, approximately $24.2 million of availability under the New MetLife Facility (subject to compliance with covenants).

Future Capital Needs

Our short- and long-term liquidity requirements consist primarily of making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT, funding our general operating costs, making principal and interest payments on outstanding borrowings, making dividend payments on our Series A Term Preferred Stock and Series B Preferred Stock, and, as capital is available, funding new farmland and farm-related acquisitions consistent with our investment strategy.

We believe that our current and short-term cash resources will be sufficient to fund our distributions to stockholders (including non-controlling OP Unitholders), service our debt, pay dividends on our Series A Term Preferred Stock and Series B Preferred Stock, and fund our current operating costs in the near term.

We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including, but not limited to, shares of common stock through our ATM Program, OP Units through our Operating Partnership as consideration for future acquisitions, and shares of our Series B Preferred Stock), long-term mortgage indebtedness and bond issuances, and other secured and unsecured borrowings.

Our short- and long-term liquidity requirements consist primarily of making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT, funding our general operating costs, making principal and interest payments on outstanding borrowings, making dividend payments on our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and, as capital is available, funding new farmland and farm-related acquisitions consistent with our investment strategy.

Notwithstanding the current COVID-19 pandemic, we believe that our current and short-term cash resources will be sufficient to fund our distributions to stockholders (including non-controlling OP Unitholders, if any), service our debt, pay dividends on

our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and fund our current operating costs in the near term.

We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including, but not limited to, shares of common stock through our ATM Program, OP Units through our Operating Partnership as consideration for future acquisitions, and shares of our Series C Preferred Stock), long-term mortgage indebtedness and bond issuances, and other secured and unsecured borrowings.

While public equity markets have experienced significant volatility lately, based on discussions with our lenders, we do not believe there will be a credit freeze in the near term.

We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near-term debt obligations and operating expenses.

We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related facilities.

We continue to actively seek and evaluate acquisitions of additional farms and farm-related facilities that satisfy our investment criteria, and our pipeline of potential acquisitions remains healthy.

We have several properties under signed purchase and sale agreements or non-binding letters of intent that we hope to consummate during the first half of 2020.

We continue to actively seek and evaluate acquisitions of additional farms and farm-related facilities that satisfy our investment criteria, and despite the current COVID-19 pandemic, our pipeline of potential acquisitions remains healthy.

We have several properties under signed purchase and sale agreements or non-binding letters of intent that we hope to consummate over the next six months.

We also have many other properties that are in various other stages of our due diligence process.

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The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2020 and 2019 (dollars in thousands):

2020 2019 $ Change % Change

Net change in cash from:

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The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses.

Cash provided by operating activities increased for the year ended December 31, 2019 , as compared to the prior year, primarily due to additional rental payments received in connection with recent acquisitions, partially offset by increased property operating expenses (driven primarily by temporary generator rental costs for newly-drilled wells on one of our properties) incurred during the year ended December 31, 2019 .

Cash provided by operating activities increased for the year ended December 31, 2020, as compared to the prior year, primarily due to additional rental payments received from recent acquisitions and an early lease termination payment of approximately $3.0 million received from the outgoing tenant on four of our farms in Arizona, partially offset by increases in the amount of fees paid to our Adviser and interest payments made.

Investing Activities

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Financing Activities

The increase in cash provided by financing activities during the year ended December 31, 2019 , as compared to the prior-year period, was primarily due to increases in net borrowings of approximately $111.6 million and net cash proceeds from equity issuances (including the Series B Preferred Stock and our common stock) of approximately $38.9 million for the year ended December 31, 2019 , as compared to that of the prior year.

MetLife Facility

Our facility with Metropolitan Life Insurance Company (“MetLife”) currently consists of a total of $200.0 million of term notes (the “MetLife Term Notes”) and $75.0 million of revolving equity lines of credit.

In aggregate, we currently have approximately $161.5 million outstanding under the term notes and $100,000 outstanding under the lines of credit.

While approximately $96.4 million of the full commitment amount under the MetLife Facility remains undrawn (including amortizing principal payments made on the term notes), based on the current level of collateral pledged, we currently have approximately $25.3 million of availability under the MetLife Facility.

The draw period for the MetLife Term Notes expired on December 31, 2019, with approximately $21.5 million being left undrawn, and MetLife had no obligation to disburse the remaining funds under those notes.

We are in the final stages of reaching an agreement with MetLife that would increase our availability under the term note portion of the facility and extend the applicable draw period.

As part of this prospective new agreement, we have paid aggregate loan fees of approximately $188,000.

The increase in cash provided by financing activities during the year ended December 31, 2020, as compared to the prior-year period, was primarily due to an increase in aggregate net cash proceeds from equity issuances (including the Series B Preferred Stock, the Series C Preferred Stock, and our common stock) of approximately $14.6 million, partially offset by an increase in distributions of approximately $6.8 million and a decrease in net borrowings of approximately $4.2 million for the year ended December 31, 2020, as compared to that of the prior year.

New MetLife Facility

As amended on February 20, 2020, the New MetLife Facility currently consists of the $75.0 million New MetLife Term Note and the $75.0 million MetLife Lines of Credit.

We currently have $36.9 million outstanding on the New MetLife Term Note and $100,000 outstanding under the MetLife Lines of Credit.

While $113.0 million of the full commitment amount under the

New MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $24.2 million of availability under the New MetLife Facility.

The draw period for the New MetLife Term Note expires on December 31, 2022, after which time MetLife has the option to be relieved of its obligation to disburse any additional undrawn funds under the New MetLife Term Note.

Farmer Mac Facility

As amended on June 16, 2016 , our agreement with Federal Agricultural Mortgage Corporation (“Farmer Mac”) provided for bond issuances up to an aggregate amount of $125.0 million (the “Farmer Mac Facility”) by December 11, 2018 , after which, Farmer Mac had the option to be relieved of its obligation to purchase additional bonds under this facility.

As of December 11, 2018 , we had issued aggregate bonds of approximately $108.7 million under the Farmer Mac Facility, and Farmer Mac is not obligated to purchase the remaining unissued bonds.

However, since December 11, 2018 , we have refinanced three bonds previously issued under the Farmer Mac Facility for total proceeds of approximately $22.0 million , which equaled the aggregate value of the previously-issued bonds.

We expect to continue to be able to refinance existing bonds under the facility as they mature (so long as we remain in compliance with the applicable covenants, as we currently are), though Farmer Mac is under no obligation to do so.

We are also continuing discussions with Farmer Mac for other borrowing opportunities, including expanding the size of the existing facility and extending its borrowing period;

however, there is no guarantee that we will be able to reach terms favorable to us, if at all.

As amended on December 10, 2020, our agreement with Farmer Mac Facility provides for bond issuances up to an aggregate amount of $225.0 million by May 31, 2023, after which, Farmer Mac has the option to be relieved of its obligation to purchase additional bonds under this facility.

To date, we have issued aggregate bonds of approximately $95.2 million under the Farmer Mac Facility.

Farm Credit and Other Lenders

Since September 2014, we have closed on 30 separate loans with 10 different Farm Credit associations (for additional information on these associations, see Note 4, “ Borrowings ,” in the accompanying notes to our consolidated financial statements).

Since September 2014, we have closed on 41 separate loans with 11 different Farm Credit associations (for additional information on these associations, see Note 4, “ Borrowings ,” within the accompanying notes to our consolidated financial statements).

We also currently have borrowing relationships with three other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships.

While we do not have any additional availability under any of these programs based on the properties currently pledged as collateral, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.

We currently have two farms worth approximately $7.5 million that are unencumbered and eligible to be pledged as collateral.

We currently have one farm worth approximately $1.6 million that is unencumbered and eligible to be pledged as collateral.

Equity Capital

The following table provides information on equity sales that have occurred since January 1, 2019 (dollars in thousands, except per-share amounts):

Type of Issuance

Weighted-average

The following table provides information on equity sales that have occurred since January 1, 2020, through the date of this filing (dollars in thousands, except per-share amounts):

Type of Issuance Number of

Shares Sold Weighted-average

Offering Price

Gross Proceeds

Per Share Gross Proceeds Net Proceeds (1)

Series B Preferred Stock (2)

Common Stock – Overnight Public Offerings (2)

1,229,531 $ 24.52 $ 30,148 $ 27,664

Series C Preferred Stock (2)(3)

1,401,961 24.81 34,789 31,895

Series D Term Preferred Stock (4)

2,415,000 25.00 60,375 58,488

Common Stock – Follow-on (4)

1,897,500 14.40 27,324 26,094

Common Stock – ATM Program 3,620,706 14.77 48,025 52,930

Includes share redemptions during the applicable time period.

Includes shares issued as a result of underwriters exercising their over-allotment options.

Our 2017 Registration Statement (as defined in Note 8, “ Equity—Registration Statement ”) permits us to issue up to an aggregate of $300.0 million in securities (including approximately $29.3 million originally reserved for issuance under our ATM Program and up to $150.0 million reserved for issuance of shares of the Series B Preferred Stock), 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.

To date, we have issued approximately $102.1 million of common stock (including approximately $27.7 million through our ATM Program) and approximately $137.1 million of Series B Preferred Stock under the 2017 Registration Statement.

(1) Net of selling commissions and dealer-manager fees or underwriting discounts and commissions (in each case, as applicable).

(2) Excludes share redemptions during the applicable time period.

(3) Excludes approximately 625 shares issued pursuant to the DRIP.

(4) Includes the underwriters’ exercise in full of the over-allotment option in connection with the offering.

Our 2020 Registration Statement (as defined in Note 8, “ Equity—Registration Statement ,” within the accompanying notes to our consolidated financial statements) permits us to issue up to an aggregate of $1.0 billion in securities (including approximately $650.0 million originally reserved for issuance of shares of the Series C Preferred Stock), 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.

To date, we have issued approximately $34.8 million of Series C Preferred Stock, $60.4 million of Series D Term Preferred Stock, and $75.3 million of common stock (including approximately $48.0 million through our ATM Program) respectively, under the 2020 Registration Statement.

In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.

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Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations

The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP.

historically has not depreciated on the same basis as determined under GAAP.

FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures.

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We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly.

During the three months ended June 30, 2018, we modified our definitions of CFFO and AFFO to exclude the net incremental impact of the farming operations conducted through Land Advisers (the “Incremental TRS Operations”), as we do not anticipate this to be an ongoing aspect of our core operations.

As such, we believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply the same modified definitions of CFFO and AFFO for all prior-year periods presented to provide consistency and better comparability.

We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.

Further, we calculate AFFO by adjusting CFFO for the following items:

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To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually.

As a result, cash rents received during a particular period

may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year.

As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year.

Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.

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The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.

• Other adjustments .

We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly.

We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.

We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.

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For the Years Ended December 31,

Dividends declared on Series B Preferred Stock

Net (loss) income available to common stockholders and non-controlling OP Unitholders

Net income $ 4,955 $ 1,762

Aggregate dividends declared on Series B Preferred Stock and Series C Preferred Stock (1)

(9,322) (4,240)

Net loss available to common stockholders and non-controlling OP Unitholders (4,367) (2,478)

Real estate and intangible depreciation and amortization 16,655 12,790

Losses (gains) on dispositions of real estate assets, net

Losses on dispositions of real estate assets, net 2,180 328

Adjustments for unconsolidated entities (2)

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Acquisition- and disposition-related expenses 210 380

Other (receipts) charges, net (2)

Other nonrecurring charges (receipts), net (3)

CFFO available to common stockholders and non-controlling OP Unitholders 14,855 11,020

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Amortization of debt issuance costs 756 630

Other non-cash charges, net (4)

AFFO available to common stockholders and non-controlling OP Unitholders $ 14,346 $ 11,268

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Diluted AFFO per weighted average total common share $ 0.64 $ 0.57

(1) Includes (i) cash dividends paid on our Series B Preferred Stock and Series C Preferred Stock, (ii) the pro-rata write-off of offering costs related to shares of Series B Preferred Stock and Series C Preferred Stock that were redeemed, and (iii) the value of additional shares of Series C Preferred Stock issued pursuant to the DRIP.

(2) Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the period.

Consists of net property and casualty (recoveries) losses recorded and the cost of related repairs expensed during each period as a result of the damage to certain irrigation improvements and, for the year ended December 31, 2018 , only, the net impact of the Incremental TRS Operations.

Represents OP Units held by non-controlling OP Unitholders during the respective periods.

(3) Consists primarily of costs related to an aborted offering and a one-time listing application fee that were charged to expense during the year ended December 31, 2020, partially offset by net property and casualty recoveries recorded, net of the cost of related repairs expensed, as a result of the damage caused to certain irrigation improvements by natural disasters on certain of our properties.

(4) Consists of (i) the pro-rata write-off of offering costs related to shares of the Series B Preferred Stock and Series C Preferred Stock that were redeemed, which were noncash charges, (ii) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), and (iii) our remaining pro-rata share of income (loss) recorded from investments in unconsolidated entities during the period.

Net Asset Value

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A breakdown of the methodologies used to value our properties and the aggregate value as of December 31, 2020, determined by each method is shown in the table below (dollars in thousands, except in footnotes):

Valuation Method

Valuation Method Number of

Acres Net Cost

Fair Value % of Total

Purchase Price 26 14,544 13,458 $ 256,097 $ 255,991 22.0%

Third-party Appraisal (2)

111 86,535 70,024 792,557 906,533 78.0%

Total 137 101,079 83,482 $ 1,048,654 $ 1,162,524 100.0%

(1) Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization.

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Land Value (per farmable acre) $678 – $127,436 $ 35,890

$680 – $87,500

Market Rent (per farmable acre) $421 – $3,759 $ 1,991

$250 – $4,600

Market Capitalization Rate 3.68% – 10.06% 4.70%

3.75% – 10.00%

Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made relating to farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing), as their aggregate value was considered to be insignificant in relation to that of the farmland.

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Total portfolio fair value as of September 30, 2020 $ 970,881

Acquisition of six new farms during the three months ended December 31, 2019

Plus net value appreciation during the three months ended December 31, 2019:

Acquisition of 14 new farms during the three months ended December 31, 2020 191,643

Plus (less) net value appreciation (depreciation) during the three months ended December 31, 2020:

10 farms valued via third-party appraisals $ —

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Using a discounted cash flow analysis, management determined that the fair value of all long-term encumbrances on our properties as of December 31, 2020, was approximately $628.3 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of approximately $627.6 million.

In addition, using the closing stock price as of December 31, 2019 , the fair value of the Series A Term Preferred Stock was determined to be approximately $29.6 million , as compared to a carrying value (excluding unamortized related issuance costs) of approximately $28.8 million .

Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of our Series B Preferred Stock to be $25.00 per share as of December 31, 2019 (see Exhibit 99.1 to this Form 10-K).

In addition, due to the short-term maturity of our Series A Term Preferred Stock (which had a mandatory redemption date of September 30, 2021, and was redeemed on February 12, 2021), its carrying value (exclusive of unamortized offering costs) of approximately $28.8 million was deemed to approximate its fair value as of December 31, 2020.

The fair value of our Series B Preferred Stock was determined using the closing stock price as of December 31, 2020, of $25.05 per share.

Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of our Series C Preferred Stock to be $25.00 per share as of December 31, 2020 (see Exhibit 99.1 to this Form 10-K).

Calculation of Estimated Net Asset Value

To provide our stockholders with an estimate of the fair value of our real estate assets, we intend to estimate the fair value of our farms and farm-related properties and provide an estimated net asset value (“NAV”) on a quarterly basis.

NAV is a non-GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase

or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective costs bases.

NAV is a non-

GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective costs bases.

Further, we calculate NAV per common share by dividing NAV by our total common shares outstanding (consisting of our common stock and OP Units held by non-controlling limited partners).

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net cost basis of tangible and intangible real estate holdings (1)

$ (1,048,654)

estimated fair value of real estate holdings (2)

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Estimated NAV $ 496,955

fair value of Series B Preferred Stock (5)

aggregate fair value of Series B Preferred Stock and Series C Preferred Stock (5)

Estimated NAV available to common stockholders and non-controlling OP Unitholders $ 320,545

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(4) Long-term notes and bonds payable were valued using a discounted cash flow model.

The Series A Term Preferred Stock was valued based on its closing stock price as of December 31, 2019 .

Valued at the security’s liquidation value, as discussed above.

Includes 20,936,658 shares of common stock and 288,303 OP Units held by non-controlling OP Unitholders.

The Series A Term Preferred Stock was valued at its liquidation value.

(5) The Series B Preferred Stock was valued based on its closing stock price as of December 31, 2020, while the Series C Preferred Stock was valued at its liquidation values, as discussed above.

(6) Includes 26,219,019 shares of common stock and zero OP Units held by non-controlling OP Unitholders.

A quarterly rollforward in the estimated NAV per common share and OP Unit for the three months ended December 31, 2020, is provided below:

Estimated NAV per common share as of September 30, 2019

Less net loss available to common stockholders and non-controlling OP Unitholders

Plus net change in valuations:

Estimated NAV per common share and non-controlling OP Unit as of September 30, 2020 $ 11.97

Less net loss attributable to common stockholders and non-controlling OP Unitholders (0.10)

Adjustments for net change in valuations:

Net change in unrealized fair value of farmland portfolio (1)

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Net change in valuations 0.22

Less distributions on common stock and OP Units

Less net dilutive effect of equity issuances

Estimated NAV per common share and OP Unit as of December 31, 2019

Less distributions on common stock and non-controlling OP Units (0.13)

Plus net accretive effect of equity issuances 0.27

Estimated NAV per common share and non-controlling OP Unit as of December 31, 2020 $ 12.23

(1) The net change in unrealized fair value of our farmland portfolio consists of three components:

(i) an increase of $0.06 per share due to the net appreciation in value of the farms that were valued during the three months ended December 31, 2019 , (ii) an increase of $0.18 per share due to the aggregate depreciation and amortization expense recorded during the three months ended December 31, 2019 , and (iii) a decrease of $0.17 per share due to capital improvements made on certain farms that have not yet been considered in the determination of the respective farms’ estimated fair values.

Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs.

(i) no change due to the farms that were valued during the three months ended December 31, 2020, (ii) an increase of $0.19 per share due to the aggregate depreciation and amortization expense recorded during the three months ended December 31, 2020, and (iii) a decrease of $0.04 per share due to capital improvements made on certain farms that have not yet been considered in the determination of the respective farms’ estimated fair values.

of NAV used by such REITs.

In addition, the trading price of our common shares may differ significantly from our most recent estimated NAV per common share calculation.

For example, while we estimated our NAV per common share to be $11.41 as

of December 31, 2019 , based on the calculation above, the closing price of our common stock on December 31, 2019 , was $12.97 .

For example, while we estimated our NAV per common share to be $12.23 as of December 31, 2020, based on the calculation above, the closing price of our common stock on December 31, 2020, was $14.64.

The determination of estimated NAV is subjective and involves a number of assumptions, judgments, and estimates, and minor adjustments to these assumptions, judgments, or estimates may have a material impact on our overall portfolio valuation.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis