What changed in this filing

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Item 1. Financial Statements

2021-08-10 compared with 2021-05-12 · 303 added, 253 removed, 545 unchanged (50% of the section changed)

3 unchanged sentences

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

March 31, 2021 December 31, 2020

Investments in real estate, net $ 1,046,371 $ 1,046,203

June 30, 2021 December 31, 2020

Real estate, at cost $ 1,165,366 $ 1,095,439

accumulated depreciation ( 60,402 ) ( 49,236 )

Total real estate, net 1,104,964 1,046,203

Lease intangibles, net 5,038 3,732

6 unchanged sentences

Series A cumulative term preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

850,000 shares authorized, 0 shares issued or outstanding as of March 31, 2021;

0 shares authorized, 0 shares issued or outstanding as of June 30, 2021 ;

2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of December 31, 2020, net

Series D cumulative term preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of March 31, 2021;

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of June 30, 2021 ;

0 shares authorized, issued, or outstanding as of December 31, 2020, net

6 unchanged sentences

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

6,456,065 shares authorized 5,956,065 shares issued and outstanding as of March 31, 2021, and December 31, 2020

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of June 30, 2021 , and December 31, 2020

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

25,999,862 shares authorized, 1,624,113 shares issued and outstanding as of March 31, 2021;

25,999,862 shares authorized, 2,029,455 shares issued and outstanding as of June 30, 2021 ;

25,999,862 shares authorized, 1,088,435 shares issued and outstanding as of December 31, 2020

Common stock, $ 0.001 par value;

63,094,073 shares authorized, 27,531,951 shares issued and outstanding as of March 31, 2021;

63,944,073 shares authorized, 30,478,064 shares issued and outstanding as of June 30, 2021 ;

65,544,073 shares authorized, 26,219,019 shares issued and outstanding as of December 31, 2020

Additional paid-in capital 549,123 440,470

Accumulated other comprehensive loss ( 133 ) ( 1,500 )

Distributions in excess of accumulated earnings ( 68,533 ) ( 55,213 )

Accumulated other comprehensive loss ( 1,344 ) ( 1,500 )

Total stockholders’ equity 479,284 383,790

6 unchanged sentences

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

For the Three Months Ended March 31,

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

2021 2020 2021 2020

OPERATING REVENUES:

17 unchanged sentences

Total other expense, net ( 7,929 ) ( 6,002 ) ( 13,502 ) ( 10,098 )

NET INCOME 554 3,101

Net income attributable to non-controlling interests ( 1 ) ( 42 )

NET INCOME ATTRIBUTABLE TO THE COMPANY 553 3,059

NET (LOSS) INCOME ( 531 ) 182 23 3,283

Net loss (income) attributable to non-controlling interests 1 2 — ( 39 )

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY ( 530 ) 184 23 3,244

Dividends declared on Series B and Series C cumulative redeemable preferred stock ( 2,939 ) ( 2,262 ) ( 5,702 ) ( 4,388 )

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 2,211 ) $ 934

(LOSS) INCOME PER COMMON SHARE:

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 3,469 ) $ ( 2,078 ) $ ( 5,679 ) $ ( 1,144 )

LOSS PER COMMON SHARE:

Basic and diluted $ ( 0.12 ) $ ( 0.10 ) $ ( 0.20 ) $ ( 0.05 )

2 unchanged sentences

COMPREHENSIVE INCOME:

Net income attributable to the Company $ 553 $ 3,059

Net (loss) income attributable to the Company $ ( 530 ) $ 184 $ 23 $ 3,244

Change in fair value related to interest rate hedging instruments ( 1,211 ) ( 169 ) 156 ( 1,426 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY

$ 1,920 $ 1,802

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY $ ( 1,741 ) $ 15 $ 179 $ 1,818

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

2 unchanged sentences

(In thousands, except share data)

Three months ended March 31, 2021

Three Months Ended June 30, 2021

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Accumulated

Capital Distributions

Earnings Accumulated

Comprehensive

Loss Distributions

Earnings Total

Stockholders’

3 unchanged sentences

of Shares Par

Balance at March 31, 2021 5,956,065 $ 6 1,624,113 $ 2 27,531,951 $ 27 $ 476,996 $ ( 61,066 ) $ ( 133 ) $ 415,832 $ 1,835 $ 417,667

Issuance of Series C Preferred Stock, net — — 405,342 — — — 9,194 — — 9,194 — 9,194

Issuance of common stock, net — — — — 2,946,113 3 63,157 — — 63,160 — 63,160

Net loss — — — — — — — ( 530 ) — ( 530 ) ( 1 ) ( 531 )

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 2,939 ) — ( 2,939 ) — ( 2,939 )

Distributions—OP Units and common stock — — — — — — — ( 3,998 ) — ( 3,998 ) ( 28 ) ( 4,026 )

Comprehensive loss attributable to the Company — — — — — — — — ( 1,211 ) ( 1,211 ) — ( 1,211 )

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 224 ) — — ( 224 ) 224 —

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

Six Months Ended June 30, 2021

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Stockholders’

Interests Total

of Shares Par

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

Issuance of preferred C stock, net — — 535,678 1 — — 12,170 — — 12,171 — 12,171

Issuance of Series C Preferred Stock, net — — 941,020 1 — — 21,364 — — 21,365 — 21,365

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

5 unchanged sentences

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — 1,903 — — 1,903 ( 1,903 ) —

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

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

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(In thousands, except share data)

Three Months Ended June 30, 2020

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Stockholders’

Interests Total

of Shares Par

Balance at March 31, 2020 5,977,647 $ 6 — $ — 21,346,458 $ 21 $ 348,020 $ ( 40,701 ) $ ( 1,647 ) $ 305,699 $ 2,356 $ 308,055

Three months ended March 31, 2020

Issuance of Series B Preferred Stock, net — — — — — — ( 66 ) — — ( 66 ) — ( 66 )

Redemption of Series B Preferred Stock ( 5,165 ) — — — — — ( 124 ) — — ( 124 ) — ( 124 )

Issuance of Series C Preferred Stock, net — — 130,702 — — — 2,963 — — 2,963 — 2,963

Redemption of OP Units — — — — 144,152 — 2,092 — — 2,092 ( 2,092 ) —

Issuance of common stock, net — — — — 44,129 1 707 — — 708 — 708

Net income (loss) — — — — — — — 184 — 184 ( 2 ) 182

Dividends—Series B Preferred Stock and Series C Preferred Stock — — — — — — — ( 2,262 ) — ( 2,262 ) — ( 2,262 )

Distributions—OP Units and common stock — — — — — — — ( 2,874 ) — ( 2,874 ) ( 30 ) ( 2,904 )

Comprehensive loss attributable to the Company — — — — — — — — ( 169 ) ( 169 ) — ( 169 )

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 915 ) — — ( 915 ) 915 —

Balance at June 30, 2020 5,972,482 $ 6 130,702 $ — 21,534,739 $ 22 $ 352,677 $ ( 45,653 ) $ ( 1,816 ) $ 305,236 $ 1,147 $ 306,383

Six Months Ended June 30, 2020

Series B Preferred Stock Series C Preferred Stock Common Stock Additional

Capital Accumulated

Capital Distributions

Earnings Accumulated

Comprehensive

Loss Distributions

Earnings Total

Stockholders’

5 unchanged sentences

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

Redemptions of Series B Preferred Stock ( 7,753 ) 0 — — — — ( 185 ) — — ( 185 ) — ( 185 )

Redemption of Series B Preferred Stock ( 12,918 ) — — — — — ( 309 ) — — ( 309 ) — ( 309 )

Issuance of Series C Preferred Stock, net — — 130,702 — — — 2,963 — — 2,963 — 2,963

Redemption of OP Units — — — — 144,152 — 2,092 — — 2,092 ( 2,092 ) —

Issuance of common stock, net — — — — 453,929 1 6,031 — — 6,032 — 6,032

4 unchanged sentences

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — ( 919 ) — — ( 919 ) 919 —

Balance at March 31, 2020 5,977,647 $ 6 — $ — 21,346,458 $ 21 $ 348,020 $ ( 1,647 ) $ ( 40,701 ) $ 305,699 $ 2,356 $ 308,055

Balance at June 30, 2020 5,972,482 $ 6 130,702 $ — 21,534,739 $ 22 $ 352,677 $ ( 45,653 ) $ ( 1,816 ) $ 305,236 $ 1,147 $ 306,383

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

2 unchanged sentences

(In thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

16 unchanged sentences

Capital expenditures on existing real estate assets ( 2,423 ) ( 9,427 )

Proceeds from dispositions of real estate assets — 166

Deposits on prospective real estate acquisitions and investments ( 775 ) ( 705 )

20 unchanged sentences

(In thousands)

For the Three Months Ended March 31,

NON-CASH OPERATING, INVESTING, AND FINANCING INFORMATION:

For the Six Months Ended June 30,

NON-CASH INVESTING AND FINANCING INFORMATION:

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

Operating lease right-of-use assets included in Other assets, net 683 168

Operating lease liabilities included in Other liabilities, net 644 127

Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net 997 3,785

1 unchanged sentence

Financing fees included in Accounts payable and accrued expenses and Due to related parties, net 118 95

Lender holdback on loan issuance — 498

Unrealized loss related to interest rate hedging instrument ( 1,344 ) ( 1,816 )

5 unchanged sentences

Business and Organization

Gladstone Land Corporation (the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been originally incorporated in California on June 14, 1997.

Gladstone Land Corporation (“we,” “us,” or the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been originally incorporated in California on June 14, 1997.

We are primarily in the business of owning and leasing farmland, and we conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.

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

As of March 31, 2021 and December 31, 2020, the Company owned approximately 99.3 % and 100.0 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

As of June 30, 2021 and December 31, 2020, the Company owned approximately 99.3 % and 100.0 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

Gladstone Land Advisers, Inc.

2 unchanged sentences

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

For the three months ended March 31, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

For the six months ended June 30, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

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

9 unchanged sentences

Securities and Exchange Commission (the “SEC”) on February 24, 2021 (the “Form 10-K”).

The results of operations for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The results of operations for the three and six months ended June 30, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

8 unchanged sentences

This election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract.

We have not needed to make use of this election to date.

REAL ESTATE AND INTANGIBLE ASSETS

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

The following table provides certain summary information about the 140 farms we owned as of March 31, 2021 (dollars in thousands, except for footnotes):

The following table provides certain summary information about the 153 farms we owned as of June 30, 2021 (dollars in thousands, except for footnotes):

of Farms Total

14 unchanged sentences

North Carolina 2 310 295 2,225 1,172

New Jersey 3 116 101 2,203 —

Delaware 1 180 140 1,280 744

1 unchanged sentence

(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 associated with the properties, and adjusted for accumulated depreciation and amortization.

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

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

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

3 unchanged sentences

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

As of March 31, 2021, this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.

As of June 30, 2021 , this investment had a net carrying value of approximately $ 1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.

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

The farm subject to this sublease consists of approximately five acres and had an aggregate net cost basis of approximately $ 784,000 as of March 31, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

The ground sublease consists of approximately five acres and had an aggregate net cost basis of approximately $ 782,000 as of June 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

(5) Includes 20,330 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California.

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

(6) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively.

In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 2.3 million as of March 31, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2021, and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

In total, these two ground leases consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $ 1.3 million as of June 30, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

The following table sets forth the components of our investments in tangible real estate assets as of June 30, 2021 , and December 31, 2020 (dollars in thousands):

June 30, 2021 December 31, 2020

Land and land improvements $ 752,798 $ 713,333

3 unchanged sentences

Other site improvements 10,340 10,132

Real estate, at gross cost 1,101,071 1,095,439

Real estate, at cost 1,165,366 1,095,439

Accumulated depreciation ( 60,402 ) ( 49,236 )

Real estate, net $ 1,046,371 $ 1,046,203

Real estate depreciation expense on these tangible assets was approximately $ 5.7 million and $ 3.4 million for the three months ended March 31, 2021 and 2020, respectively.

Total real estate, net $ 1,104,964 $ 1,046,203

Real estate depreciation expense on these tangible assets was approximately $ 6.0 million and $ 11.6 million for the three and six months ended June 30, 2021, respectively, and approximately $ 3.5 million and $ 7.0 million for the three and six months ended June 30, 2020, respectively.

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

As of both March 31, 2021, and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 2.0 million.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 98,000 and $ 75,000 for the three months ended March 31, 2021 and 2020, respectively.

As of June 30, 2021 , and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $ 1.9 million and $ 2.0 million, respectively.

We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $ 97,000 and $ 194,000 for the three and six months ended June 30, 2021, respectively, and approximately $ 76,000 and $ 152,000 for the three and six months ended June 30, 2020, respectively.

Intangible Assets and Liabilities

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of March 31, 2021, and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of June 30, 2021 , and December 31, 2020 (dollars in thousands):

June 30, 2021 December 31, 2020

Lease intangibles:

6 unchanged sentences

Lease intangibles, net $ 5,038 $ 3,732

Total amortization expense related to these lease intangible assets was approximately $ 383,000 and $ 826,000 for the three months ended March 31, 2021 and 2020, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of March 31, 2021, and December 31, 2020 (dollars in thousands):

March 31, 2021 December 31, 2020

Total amortization expense related to these lease intangible assets was approximately $ 304,000 and $ 687,000 for the three and six months ended June 30, 2021, respectively, and approximately $ 321,000 and $ 1.1 million for the three and six months ended June 30, 2020, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of June 30, 2021 , and December 31, 2020 (dollars in thousands):

June 30, 2021 December 31, 2020

Intangible Asset or Liability Deferred

11 unchanged sentences

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

Total amortization related to above-market lease values and lease incentives was approximately $( 44,000 ) and $ 31,000 for the three months ended March 31, 2021 and 2020, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 36,000 and $ 25,000 for the three months ended March 31, 2021 and 2020, respectively.

Total amortization related to above-market lease values and lease incentives was approximately $ 44,000 and $ 0 for the three and six months ended June 30, 2021, respectively, and approximately $ 31,000 and $ 62,000 for the three and six months ended June 30, 2020, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 63,000 and $ 99,000 for the three and six months ended June 30, 2021, respectively, and approximately $ 25,000 and $ 50,000 for the three and six months ended June 30, 2020, respectively.

2021 Acquisitions

During the three months ended March 31, 2021, we acquired three new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

During the six months ended June 30, 2021, we acquired 16 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

8 unchanged sentences

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

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

37,800 149 2,555

(1) Includes approximately $ 4,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

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

Lerdo Highway (3)(4)

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

26,492 104 974

Almena Drive Van Buren

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

13,300 49 785

4,203 16 $ 85,319 $ 465 $ 4,721

(1) Includes approximately $ 31,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

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

During the three months ended March 31, 2021, in the aggregate, we recognized operating revenues of approximately $ 25,000 and a net loss of approximately $ 4,000 related to the above acquisitions.

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

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

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

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

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

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

During the three and six months ended June 30, 2021, in the aggregate, we recognized operating revenues of approximately $ 845,000 and $ 874,000 , respectively, and net income of approximately $ 402,000 and $ 398,000 , respectively, related to the above acquisitions.

2020 Acquisitions

During the three months ended March 31, 2020, we acquired two new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

During the six months ended June 30, 2020, we acquired four new farms, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

6 unchanged sentences

County Road 18 Phillips, CO 1/15/2020 1,325 2 Sugar beets, edible beans, potatoes, & corn 6.0 years None $ 7,500 $ 39 $ 417

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

Driver Road (3)

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

14,169 52 784

(1) Includes approximately $ 4,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

(2) Unaudited;

2,593 4 $ 25,169 $ 134 $ 1,405

(1) Includes approximately $ 18,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

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

During the three months ended March 31, 2020, we recognized operating revenues of approximately $ 88,000 and net income of approximately $ 70,000 related to the above acquisition.

(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.

During the three and six months ended June 30, 2020, we recognized operating revenues of approximately $ 191,000 and $ 280,000 , respectively, and net income of approximately $ 125,000 and $ 196,000 , respectively, related to the above acquisitions.

Purchase Price Allocations

The allocation of the aggregate purchase price for the farms acquired during each of the three months ended March 31, 2021 and 2020 is as follows (dollars in thousands):

The allocation of the aggregate purchase price for the farms acquired during each of the six months ended June 30, 2021 and 2020 is as follows (dollars in thousands):

Assets (Liabilities) Acquired 2021 Acquisitions 2020 Acquisitions

Land and Land Improvements $ 39,092 $ 22,630

Permanent Plantings 18,075 369

Irrigation & Drainage Systems 3,411 2,119

2 unchanged sentences

Leasehold Interest—Land 787 —

In-Place Leases 110 —

In-place Lease Values 687 —

Leasing Costs 509 —

Below-market Lease Values (1)

Water Purchase Contract (2)

Total Purchase Price $ 84,073 $ 25,169

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

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

Represents only the value attributable to the water purchase contract acquired as part of the acquisition of Lerdo Highway and excludes approximately $ 1.2 million paid to execute the contract subsequent to acquisition.

Investments in Unconsolidated Entities

In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring

As of March 31, 2021, our aggregate ownership interest in the LLC was 50.0 %.

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

During the three months ended March 31, 2021 and 2020, we recorded (loss) income of approximately $( 13,000 ) and $ 34,000 , respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the LLC.

Our combined ownership interest in the LLC, which had an aggregate carrying value of approximately $ 1.1 million and $ 1.2 million, as of March 31, 2021, and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

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

As of June 30, 2021 , our aggregate ownership interest in the LLC was 50.0 %.

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

We recorded (loss) income of approximately $( 11,000 ) and $( 24,000 ) during the three and six months ended June 30, 2021, respectively, and approximately $( 8,000 ) and $ 26,000 during the three and six months ended June 30, 2020, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the Fresno LLC.

Our combined ownership interest in the Fresno LLC, which had an aggregate carrying value of approximately $ 1.1 million and $ 1.2 million, as of June 30, 2021 , and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

Investments in Water Assets

In connection with the acquisition of certain farmland located in Kern County, California, on June 4, 2021, we also acquired a contract to purchase 20,330 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, at a fixed price.

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

We were not required to purchase a specific amount, or any, of the 20,330 acre-feet of water.

Upon acquisition, we recognized the contract at its relative fair value in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.”

On June 25, 2021, we executed the contract to purchase all 20,330 acre-feet of banked water for an additional cost of approximately $ 1.2 million.

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

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

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

As of June 30, 2021, the investment in banked water had a carrying value of approximately $ 14.8 million, which includes the subsequent cost to execute the contract, and is included within Other assets, net on our Condensed Consolidated Balance Sheet.

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

As of June 30, 2021 , we concluded that there were no such indicators and that the water was not impaired.

Portfolio Concentrations

As of March 31, 2021, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10.0% of the total lease revenue recorded during the three months ended March 31, 2021.

As of June 30, 2021 , our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10.0% of the total lease revenue recorded during the six months ended June 30, 2021.

Geographic Risk

Farms located in California and Florida accounted for approximately $ 9.9 million ( 61.9 %) and $ 3.4 million ( 20.9 %), respectively, of the total lease revenue recorded during the three months ended March 31, 2021.

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

No other single state accounted for more than 10.0% of our total lease revenue recorded during the three months ended March 31, 2021.

Farms located in California and Florida accounted for approximately $ 20.6 million ( 62.6 %) and $ 6.7 million ( 20.5 %), respectively, of the total lease revenue recorded during the six months ended June 30, 2021.

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

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

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

No other single state accounted for more than 10.0% of our total lease revenue recorded during the six months ended June 30, 2021.

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

As of March 31, 2021, and December 31, 2020, we concluded that none of our properties were impaired.

As of June 30, 2021 , and December 31, 2020, we concluded that none of our properties were impaired.

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

Our borrowings as of March 31, 2021, and December 31, 2020, are summarized below (dollars in thousands):

Carrying Value as of As of March 31, 2021

March 31, 2021 December 31, 2020 Stated Interest

Our borrowings as of June 30, 2021 , and December 31, 2020, are summarized below (dollars in thousands):

Carrying Value as of As of June 30, 2021

June 30, 2021 December 31, 2020 Stated Interest

Maturity Dates

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2/14/2022–11/1/2045;

December 2031

Variable-rate notes payable (2)

4,410 45,525 2.11 %– 2.11 %;

12/1/2022–12/1/2030;

November 2031

Variable-rate notes payable — 45,525 N/A N/A

Fixed-rate bonds payable 92,094 89,883 2.13 %– 4.57 %;

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

(2) Notes were fixed subsequent to March 31, 2021;

see Note 11, “ Subsequent Events .”

As of March 31, 2021, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.0 billion.

The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.70 % for the three months ended March 31, 2021, as compared to 3.98 % for the three months ended March 31, 2020.

In addition, 2020 interest patronage from our Farm Credit

Notes Payable (as defined below) resulted in a 28.7 % reduction (approximately 135 basis points) to the stated interest rates on such borrowings.

As of June 30, 2021 , the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.0 billion.

The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.73 % and 3.71 % for the three and six months ended June 30, 2021, respectively, as compared to 3.98 % for each of the three and six months ended June 30, 2020.

In addition, 2020 interest patronage from our Farm Credit Notes Payable (as defined below) resulted in a 28.7 % reduction (approximately 135

basis points) to the stated interest rates on such borrowings.

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

As of March 31, 2021, we were in compliance with all covenants applicable to the above borrowings.

As of June 30, 2021 , we were in compliance with all covenants applicable to the above borrowings.

New MetLife Facility

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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 (collectively, the “New MetLife Facility”).

The following table summarizes the pertinent terms of the New MetLife Facility as of March 31, 2021 (dollars in thousands, except for footnotes):

The following table summarizes the pertinent terms of the New MetLife Facility as of June 30, 2021 (dollars in thousands, except for footnotes):

Issuance Aggregate

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Total principal outstanding $ 37,000

(1) If the aggregate commitment under the New MetLife Term Note is not fully utilized by December 31, 2022, MetLife has the option to be relieved of its obligation to disburse the additional funds under the New MetLife Term Note.

(2) Interest rates on any disbursements under the New MetLife Term Note will be based on prevailing market rates at the time of such disbursements.

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

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

(3) Based on the properties that were pledged as collateral under the New MetLife Facility, as of March 31, 2021, the maximum additional amount we could draw under the facility was approximately $ 24.2 million.

(3) Based on the properties that were pledged as collateral under the New MetLife Facility, as of June 30, 2021 , the maximum additional amount we could draw under the facility was approximately $ 24.2 million.

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

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

During the three months ended March 31, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):

During the six months ended June 30, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):

Date of Issuance Amount Maturity Date Principal Amortization Stated

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

As of June 30, 2021 , we have approximately $ 92.1 million of bonds issued and outstanding under the Farmer Mac Facility.

Farm Credit Notes Payable

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

During the three months ended March 31, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):

During the six months ended June 30, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):

Issuer Date of

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Farm Credit West, FLCA (2)

1/28/2021 $ 2,073 11/1/2045 24.8 years 3.23 % Fixed through December 31, 2027 (variable thereafter)

1/28/2021 $ 2,073 11/1/2045 24.8 years 3.23 % Fixed through 12/31/2027 (variable thereafter)

Mid Atlantic Farm Credit, ACA 3/3/2021 960 6/1/2045 24.4 years 3.80 % Fixed through 1/31/2031 (variable thereafter)

(1) Stated rate is before interest patronage, as described below.

(2) Loan proceeds used to repay a previously-issued loan with a balance of approximately $ 1.4 million and a stated interest rate of 4.99 %.

(2) Loan proceeds used to repay a previously-issued loan with an outstanding balance of approximately $ 1.4 million and a stated interest rate of 4.99 %.

In addition, on June 30, 2021, we entered into two loan agreements with Golden State Farm Credit to provide for total future loan proceeds of $ 22.8 million on a delayed funding basis.

Disbursement of these loans must occur by October 1, 2021, and once disbursed, the loans will bear interest at a fixed rate (before patronage) of 3.75 %, which will be fixed for ten years .

Interest Patronage

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Other Borrowings

During the three months ended March 31, 2021, we entered into loan agreements with various other lenders, the terms of which are summarized in the following table (dollars in thousands):

During the six months ended June 30, 2021, we entered into loan agreements with certain other lenders, the terms of which are summarized in the following table (dollars in thousands):

Lender Date of Issuance Amount Maturity Date Principal Amortization Stated Interest Rate Interest Rate Terms

Rabo AgriFinance, LLC 3/11/2021 $ 3,780 12/1/2030 25.0 years 2.11 % 1-month LIBOR + 2.00 % (1)

Rabo AgriFinance, LLC 3/11/2021 630 12/1/2022 None

(interest only) 2.11 % 1-month LIBOR + 2.00 % (1)

(1) Subsequent to March 31, 2021, we entered into fixed interest rate swap agreements for each of these loans.

See Note 11, “ Subsequent Events—Financing Activity—Borrowing Activity—Interest Rate Swap Agreements ,” for additional information on these swap agreements.

Rabo AgriFinance, LLC (1)

3/11/2021 $ 3,780 12/1/2030 25.0 years 3.27 % Fixed throughout term

Rabo AgriFinance, LLC (1)

3/11/2021 630 12/1/2022 None

(interest only) 2.44 % Fixed throughout term

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

Debt Service – Aggregate Maturities

Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2021, for the succeeding years are as follows (dollars in thousands):

Period Scheduled

Principal Payments

For the remaining nine months ending December 31:

Scheduled principal payments of our aggregate notes and bonds payable as of June 30, 2021 , for the succeeding years are as follows (dollars in thousands):

Period Scheduled Principal Payments

For the remaining six months ending December 31:

2021 $ 14,703

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ASC 820, “Fair Value Measurement (Subtopic 820)” (“ASC 820”), provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation.

ASC 820-10 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

ASC 820-10 establishes a three-level hierarchy for fair value measurements based upon the

transparency of inputs to the valuation of an asset or liability as of the measurement date.

The three levels are defined as follows:

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

As of March 31, 2021, the aggregate fair value of our long-term notes and bonds payable was approximately $ 626.2 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 632.5 million.

As of June 30, 2021 , the aggregate fair value of our long-term notes and bonds payable was approximately $ 628.6 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 630.9 million.

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

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of March 31, 2021, is deemed to approximate their aggregate carrying value of $ 0.1 million.

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of June 30, 2021 , is deemed to approximate their aggregate carrying value of $ 0.1 million.

Interest Rate Swap Agreements

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

As of March 31, 2021, our interest rate swaps were valued using Level 2 inputs.

As of June 30, 2021 , our interest rate swaps were valued using Level 2 inputs.

In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets.

We record changes in fair value on a quarterly basis, using current market valuations at quarter end.

The following table summarizes our interest rate swap as of March 31, 2021, and December 31, 2020 (dollars in thousands):

The following table summarizes our interest rate swap agreements as of June 30, 2021 , and December 31, 2020 (dollars in thousands):

Period Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability

As of March 31, 2021 $ 57,222 $ 561 $ ( 694 )

As of June 30, 2021 $ 61,632 $ — $ ( 1,344 )

As of December 31, 2020 14,077 — ( 1,500 )

The following table summarizes certain balance sheet information regarding our derivative instruments as of March 31, 2021, and December 31, 2020 (dollars in thousands):

The following table summarizes certain balance sheet information regarding our derivative instruments as of June 30, 2021 , and December 31, 2020 (dollars in thousands):

Derivative Asset (Liability) Fair Value

Derivative Type Balance Sheet Location March 31, 2021 December 31, 2020

Derivative Type Balance Sheet Location June 30, 2021 December 31, 2020

Derivatives Designated as Hedging Instruments:

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Total, net $ ( 1,344 ) $ ( 1,500 )

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three months ended March 31, 2021 and 2020 (dollars in thousands):

Three Months Ended March 31, 2021 Three months ended March 31, 2020

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and six months ended June 30, 2021 and 2020 (dollars in thousands):

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

2021 2020 2021 2020

Derivative in cash flow hedging relationship:

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

Subsequent to March 31, 2021, we filed Articles Supplementary reclassifying 850,000 authorized but unissued shares of Series A Term Preferred Stock as additional shares of common stock.

See Note 11, “ Subsequent Events—Equity Activity—Articles Supplementary Reclassifying Remaining Series A Term Preferred Stock .”

On May 7, 2021, we filed Articles Supplementary reclassifying 850,000 shares of authorized but unissued Series A Term Preferred Stock as additional shares of common stock.

Series D Term Preferred Stock

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

As of March 31, 2021, the fair value of our Series D Term Preferred Stock was approximately $ 61.7 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.

The fair value of our Series D Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price as of March 31, 2021, of $ 25.54 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three months ended March 31, 2021, see Note 8, “ Equity—Distributions .”

As of June 30, 2021 , the fair value of our Series D Term Preferred Stock was approximately $ 62.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.

The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on June 30, 2021 , of $ 26.03 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three and six months ended June 30, 2021, see Note 8, “ Equity—Distributions .”

RELATED-PARTY TRANSACTIONS

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In addition, two of our executive officers, Mr.

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

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

The advisory agreement with our Adviser that was in effect through March 31, 2017, and the Administration Agreement each became effective February 1, 2013.

The advisory agreement with our Adviser was amended and restated on each of July 9, 2019, and January 14, 2020 (as amended, the “Advisory Agreement”).

The Administration Agreement and Advisory Agreement were both approved unanimously by our board of directors, including our independent directors.

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

LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.

We have entered into an investment advisory agreement with our Adviser (as amended from time to time, the “Advisory Agreement”) and an administration agreement with our Administrator (the “Administration Agreement”).

The Advisory Agreement and the Administration Agreement were both approved unanimously by our board of directors, including our independent directors.

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

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Base Management Fee

Pursuant to the 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, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

Pursuant to the Advisory Agreement, a base management fee is paid quarterly and, from January 1, 2020, through June 30, 2021, was calculated at an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

See Note 11, “ Subsequent Events—Amended Advisory Agreement ,” for a discussion of an amendment to the Advisory Agreement, which revised the base management fee to 0.60 % ( 0.15 % per quarter) of the prior calendar quarter’s Gross Tangible Real Estate, beginning with the three months ending September 30, 2021.

Incentive Fee

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

During the three months ended March 31, 2021 and 2020, we paid total financing fees to Gladstone Securities of approximately $ 17,000 and $ 0 , respectively.

Through March 31, 2021, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreements

On January 10, 2018, we entered into a dealer-manager agreement, which was amended and restated on May 31, 2018 (the “Series B Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities served as our exclusive dealer-manager in connection with the offering of our Series B Preferred Stock (as defined in Note 8, “ Equity—Series B Preferred Stock ”).

On February 20, 2020, we entered into a dealer-manager agreement (the “Series C Dealer-Manager Agreement,” and together with the Series B Dealer-Manager Agreement, the “Dealer-Manager Agreements”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “ Equity—Equity Issuances—Series C Preferred Stock ”).

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

• With regard to the Series B Preferred Stock:

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

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

• With regard to the Series C Preferred Stock:

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

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

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

We paid total financing fees to Gladstone Securities of approximately $ 35,000 and $ 52,000 , during the three and six months ended June 30, 2021, respectively, and approximately $ 28,000 during each of the three and six months ended June 30, 2020.

Through June 30, 2021 , the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreement

On February 20, 2020, we entered into a dealer-manager agreement (the “Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “ Equity—Equity Issuances—Series C Preferred Stock ”).

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

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

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

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

Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offerings.

The terms of each of the Dealer-Manager Agreements were approved by our board of directors, including its independent directors.

During the three months ended March 31, 2020, we paid total Series B Selling Commissions and Series B Dealer-Manager Fees to Gladstone Securities of approximately $ 2.5 million in connection with sales of the Series B Preferred Stock, the offering for which was completed on March 9, 2020.

During the three months ended March 31, 2021 and 2020, we paid total Series C

Selling Commissions and Series C Dealer-Manager Fees to Gladstone Securities of approximately $ 1.1 million and $ 0 , respectively, in connection with sales of the Series C Preferred Stock.

The terms of the Dealer-Manager Agreement were approved by our board of directors, including its independent directors.

In connection with sales of the Series C Preferred Stock, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities of approximately $ 808,000 and $ 2.0 million during the three and six months ended June 30, 2021, respectively, and approximately $ 286,000 during each of the three and six months ended June 30, 2020.

The majority of these amounts were then remitted by Gladstone Securities to unrelated third parties involved in the respective offerings, including participating broker-dealers and wholesalers.

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

For the Three Months Ended March 31,

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

2021 2020 2021 2020

Base management fee (1)(2)

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Incentive fee (1)(2)

— — 1,162 1,334

Total fees to our Adviser, net $ 1,376 $ 1,047 $ 3,908 $ 3,415

Administration fee (1)(2)

$ 347 $ 357 $ 703 $ 740

Selling Commissions and Dealer-Manager Fees (1)(3)(4)

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(3) Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.

(4) During the three months ended March 31, 2020, in connection with sales of our 6.00 % Series B Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”), we paid total selling commissions and dealer-manager fees to Gladstone Securities of approximately $ 2.5 million.

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

(5) Included within Notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.

Related-Party Fees Due

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2021, and December 31, 2020, were as follows (dollars in thousands):

March 31, 2021 December 31, 2020

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of June 30, 2021 , and December 31, 2020, were as follows (dollars in thousands):

June 30, 2021 December 31, 2020

Base management fee $ 1,376 $ 1,130

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or Accrued as of

March 31, 2021

June 30, 2021

Hillsborough, FL 55 $ 2,250 (2)

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Tulare, CA 160 700 (2)

Wicomico & Caroline, MD, and Sussex, DE 833 115

Wicomico & Caroline, MD, and Sussex, DE 833 115 Q3 2021 36

Napa, CA 270 1,548 (2)

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We are obligated as lessee under three ground leases.

Future minimum lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2021, is as follows (dollars in thousands):

Future minimum lease payments due under the remaining non-cancelable terms of these leases as of June 30, 2021 , is as follows (dollars in thousands):

Period Future Lease Payments (1)

For the remaining nine months ending December 31:

For the remaining six months ending December 31:

For the fiscal years ending December 31:

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

As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 14,000 and $ 12,000 during the three months ended March 31, 2021 and 2020, respectively.

As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 22,000 and $ 36,000 during the three and six months ended June 30, 2021, respectively, and approximately $ 12,000 and $ 24,000 during the three and six months ended June 30, 2020, respectively.

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

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

Amendment to Articles of Incorporation

On January 13, 2021, we filed with the State Department of Assessments and Taxation of Maryland (“SDAT”) the Articles Supplementary (i) setting forth the rights, preferences and terms of the Series D Term Preferred Stock and (ii) reclassifying and designating 3,600,000 shares of our authorized and unissued shares of common stock as shares of Series D Term Preferred Stock.

Amendment to Operating Partnership Agreement

On January 13, 2021, the Operating Partnership adopted the Fifth Amendment to its First Amended and Restated Agreement of Limited Partnership, including Exhibit SD thereto (collectively, the “Amendment”), as amended from time to time, establishing

the rights, privileges, and preferences of 5.00 % Series D Cumulative Term Preferred Units, a newly-designated class of limited partnership interests (the “Series D Term Preferred Units”).

The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series D Term Preferred Units as are issued shares of Series D Term Preferred Stock by the Company in connection with the offering of Series D Term Preferred Stock upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering of Series D Term Preferred Stock.

Generally, the Series D Term Preferred Units provided for under the Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series D Term Preferred Stock.

Non-Controlling Interests in Operating Partnership

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

As of March 31, 2021, and December 31, 2020, we owned approximately 99.3 % and 100.0 %, respectively, of the outstanding OP Units.

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

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

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

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

Information regarding OP Units issued to noncontrolling OP Unitholders during the three months ended March 31, 2021, is provided in the following table (dollars in thousands, except per-unit amounts):

Number of OP Units Issued Weighted Average

Issuance Price per OP Unit Aggregate Value (1)

204,778 $ 19.42 $ 3,977

(1) Based on the closing stock price of the Company’s common stock on the date of issuance.

No OP Units were tendered for redemption during the three months ended March 31, 2021.

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

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

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

Registration Statement

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

Through March 31, 2021, we had issued a total of 1,624,251 shares of Series C Preferred Stock for gross proceeds of approximately $ 40.3 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 5,897,190 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 90.3 million under the Registration Statement.

Through June 30, 2021 , we have issued a total of 2,029,593 shares of Series C Preferred Stock for gross proceeds of approximately $ 50.4 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, and 8,843,303 shares of common stock (excluding 288,303 shares of

common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $ 154.2 million under the Registration Statement.

Equity Issuances

Series B Preferred Stock

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

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

The Series B Offering was completed on March 9, 2020 (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.

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

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

Series C Preferred Stock

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

The following table provides information on equity sales that have occurred during the three months ended March 31, 2021 (dollars in thousands, except per-share amounts):

The following table provides information on equity sales that have occurred during the six months ended June 30, 2021 (dollars in thousands, except per-share amounts):

Number of Shares Sold (1)

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(1) Excludes shares issued pursuant to the DRIP.

During the three months ended March 31, 2021, we issued approximately 707 shares of the Series C Preferred Stock pursuant to the DRIP.

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

As of March 31, 2021, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $ 301,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

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

During the six months ended June 30, 2021, we issued approximately 2,001 shares of the Series C Preferred Stock pursuant to the DRIP.

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

As of June 30, 2021 , excluding Selling Commissions and Dealer-Manager Fees, we have incurred approximately $ 408,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold.

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

The 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.

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

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to March 31, 2021.

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of Series C Preferred Stock completed subsequent to June 30, 2021 .

At-the-Market Program

On May 12, 2020, we entered into equity distribution agreements with Virtu Americas, LLC, and Ladenburg & Co., Inc., under which we may issue and sell, from time to time and through the current Sales Agents, shares of our common stock having an aggregate offering price of up to $ 100.0 million (the “ATM Program”).

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three months ended March 31, 2021 (dollars in thousands, except per-share amounts):

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

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

Number of Shares Sold Weighted-average Offering Price Per Share Gross Proceeds Net Proceeds (1)

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(1) Net of underwriting commissions and discounts.

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of sales of common stock completed under the ATM Program subsequent to March 31, 2021.

See Note 11, “ Subsequent Events—Equity Activity—Equity Issuances ,” for sales of sales of common stock completed under the ATM Program subsequent to June 30, 2021 .

Non-Controlling Interests in Operating Partnership

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

As of June 30, 2021 , and December 31, 2020, we owned approximately 99.3 % and 100.0 %, respectively, of the outstanding OP Units.

As of June 30, 2021 , and December 31, 2020, there were 204,778 and 0 OP Units held by non-controlling OP Unitholders, respectively.

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

Information regarding OP Units issued to noncontrolling OP Unitholders during the six months ended June 30, 2021, is provided in the following table (dollars in thousands, except per-unit amounts):

Number of OP Units Issued Weighted Average

Issuance Price per OP Unit Aggregate Value (1)

204,778 $ 19.42 $ 3,977

(1) Based on the closing stock price of the Company’s common stock on the date of issuance.

No OP Units were tendered for redemption during the six months ended June 30, 2021.

Distributions

The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three months ended March 31, 2021 and 2020 are reflected in the table below.

Three months ended March 31,

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three and six months ended June 30, 2021 and 2020 are reflected in the table below.

Three months ended June 30, Six months ended June 30,

Issuance 2021 2020 2021 2020

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Series D Term Preferred Stock (1)(3)

0.312501 — 0.559029 —

Common Stock (4)

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

(3) Of the aggregate dividends declared on the Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock by our Board of Directors on January 12, 2021, approximately $ 1.2 million was paid (as scheduled) by us on April 5, 2021.

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

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LEASE REVENUES

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

Three months ended March 31,

The following table sets forth the components of our lease revenues for the three and six months ended June 30, 2021 and 2020 (dollars in thousands, except for footnotes):

Three months ended June 30, Six months ended June 30,

2021 2020 2021 2020

Fixed lease payments (1)

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Variable lease payments (2)

57 288 111 3,306

Lease revenues, net (3)

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

During the three months ended March 31, 2021 and 2020, we recorded participation rents of approximately $ 26,000 and $ 30,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 29,000 and $ 178,000 , respectively.

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

During the three and six months ended June 30, 2021, we recorded participation rents of approximately $ 19,000 and $ 45,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 38,000 and $ 66,000 , respectively.

During the three and six months ended June 30, 2020, we recorded participation rents of approximately $ 44,000 and $ 74,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 244,000 and $ 422,000 , respectively.

In addition, during the six months ended June 30, 2020, we received a lease termination payment of approximately $ 3.0 million.

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

EARNINGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2021 and 2020, computed using the weighted average number of shares outstanding during the respective periods.

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2021 and 2020, computed using the weighted average number of shares outstanding during the respective periods.

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

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

Three months ended March 31,

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

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

Net (loss) income attributable to common stockholders $ ( 2,211 ) $ 934

2021 2020 2021 2020

Net loss attributable to common stockholders $ ( 3,469 ) $ ( 2,078 ) $ ( 5,679 ) $ ( 1,144 )

Weighted average shares of common stock outstanding – basic and diluted 29,360,515 21,418,455 28,124,440 21,340,268

(Loss) Income per common share – basic and diluted $ ( 0.08 ) $ 0.04

The weighted-average number of OP Units held by non-controlling OP Unitholders was 47,782 and 288,303 for the three months ended March 31, 2021 and 2020, respectively.

Loss per common share – basic and diluted $ ( 0.12 ) $ ( 0.10 ) $ ( 0.20 ) $ ( 0.05 )

The weighted-average number of OP Units held by non-controlling OP Unitholders was 204,778 and 126,713 for the three and six months ended June 30, 2021, respectively, and 224,940 and 256,621 for the three and six months ended June 30, 2020, respectively.

SUBSEQUENT EVENTS

Portfolio Activity

Acquisition Activity

Subsequent to March 31, 2021, we acquired one new farm, which is 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

South Avenue Corning Tehama, CA 4/5/2021 2,285 1 Olives for Olive Oil 14.7 years 1 ( 5 years)

$ 37,800 $ 83 $ 2,541

2,285 1 $ 37,800 $ 83 $ 2,541

(1) Acquisition will be accounted for as asset acquisitions in accordance with ASC 360.

The figures above represent only costs paid or accrued for as of the date of this filing.

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

Financing Activity

Borrowing Activity

Interest Rate Swap Agreements

Certain loans we secured during the three months ended March 31, 2021, were initially issued at variable rates.

Subsequent to March 31, 2021, these loans were effectively fixed through our entry into interest rate swap agreements, as summarized in the following table (dollars in thousands):

Lender Effective Date Loan

Amount Original Variable Interest Rate Terms New Fixed Interest Rate Terms

Rabo AgriFinance, LLC 4/1/2021 $ 3,780 1-month LIBOR + 2.00 %

fixed throughout term

Rabo AgriFinance, LLC (1)

4/1/2021 630 1-month LIBOR + 2.00 %

fixed throughout term

Equity Activity

Equity Issuances

The following table provides information on equity sales that have occurred subsequent to March 31, 2021 (dollars in thousands, except per-share amounts):

The following table provides information on equity sales that have occurred subsequent to June 30, 2021 (dollars in thousands, except per-share amounts):

Type of Issuance Number of

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Common Stock – ATM Program 849,285 23.70 20,132 19,931

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

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

(2) Excludes approximately 1405 shares issued pursuant to the DRIP.

Articles Supplementary Reclassifying Remaining Series A Term Preferred Stock

On May 7, 2021, we filed Articles Supplementary (the “Reclassification Articles Supplementary”) with the SDAT, pursuant to which our board of directors reclassified and designated the remaining 850,000 shares of authorized but unissued Series A Term Preferred Stock as additional shares of common stock.

After giving effect to the filing of the Reclassification Articles Supplementary, our authorized capital stock consists of 63,944,073 shares of common stock, 6,456,065 shares of Series B Preferred Stock, 25,999,862 shares of Series C Preferred Stock, and 3,600,000 shares of Series D Term Preferred Stock.

The Reclassification Articles Supplementary did not increase our authorized shares of capital stock.

Amended Advisory Agreement

On July 13, 2021, we amended the Advisory Agreement (the “Amended Advisory Agreement”), which was approved unanimously by our board of directors, including, specifically, our independent directors.

The Amended Advisory Agreement revised the base management fee from an annual rate of 0.50 % ( 0.125 % per quarter) of the prior calendar quarter’s Gross Tangible Real Estate to 0.60 % ( 0.15 % per quarter).

The revised base management fee is effective beginning with the fee calculations for the quarter ending September 30, 2021.

All other terms of the Amended Advisory Agreement remained the same.

Distributions

On April 13, 2021, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:

On July 13, 2021, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:

Issuance Record Date Payment Date Distribution per Share

Series B Preferred Stock:

April 23, 2021 April 30, 2021 $ 0.125

May 19, 2021 May 28, 2021 0.125

June 18, 2021 June 30, 2021 0.125

July 23, 2021 July 30, 2021 $ 0.125

August 23, 2021 August 31, 2021 0.125

September 22, 2021 September 30, 2021 0.125

Total Series B Preferred Stock Distributions:

Series C Preferred Stock:

April 28, 2021 May 5, 2021 $ 0.125

May 26, 2021 June 4, 2021 0.125

June 28, 2021 July 6, 2021 0.125

July 28, 2021 August 6, 2021 $ 0.125

August 25, 2021 September 3, 2021 0.125

September 29, 2021 October 6, 2021 0.125

Total Series C Preferred Stock Distributions:

Series D Term Preferred Stock:

April 23, 2021 April 30, 2021 $ 0.104167

May 19, 2021 May 28, 2021 0.104167

June 18, 2021 June 30, 2021 0.104167

July 23, 2021 July 30, 2021 $ 0.104167

August 23, 2021 August 31, 2021 0.104167

September 22, 2021 September 30, 2021 0.104167

Total Series D Term Preferred Stock Distributions:

Common Stock (1) :

April 23, 2021 April 30, 2021 $ 0.045

May 19, 2021 May 28, 2021 0.045

June 18, 2021 June 30, 2021 0.045

July 23, 2021 July 30, 2021 $ 0.0451

August 23, 2021 August 31, 2021 0.0451

September 22, 2021 September 30, 2021 0.0451

Total Common Stock Distributions:

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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-Q

Item 1. Financial Statements