What changed in this filing

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Item 1. Financial Statements

2024-08-08 compared with 2024-05-07 · 272 added, 155 removed, 498 unchanged (46% of the section changed)

3 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Real estate, at cost $ 1,380,264 $ 1,383,742

10 unchanged sentences

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

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of March 31, 2024, and December 31, 2023

3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of June 30, 2024, and December 31, 2023

59,724 59,519

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, 2024, and December 31, 2023

6,401,330 shares authorized, 5,901,330 shares issued and outstanding as of June 30, 2024;

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

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

25,902,437 shares authorized, 10,156,509 shares issued and outstanding as of March 31, 2024, and December 31, 2023

25,816,395 shares authorized, 10,070,467 shares issued and outstanding as of June 30, 2024;

25,902,437 shares authorized, 10,156,509 shares issued and outstanding as of December 31, 2023

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

15,998,400 shares authorized, 247,181 shares issued and outstanding as of March 31, 2024;

15,998,400 shares authorized, 247,981 shares issued and outstanding as of June 30, 2024;

15,998,400 shares authorized, 235,841 shares issued and outstanding as of December 31, 2023

Common stock, $ 0.001 par value;

48,043,098 shares authorized, 35,838,442 shares issued and outstanding as of March 31, 2024, and December 31, 2023

48,183,875 shares authorized, 35,838,442 shares issued and outstanding as of June 30, 2024;

48,043,098 shares authorized, 35,838,442 shares issued and outstanding as of December 31, 2023

Additional paid-in capital 853,302 856,206

9 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,

2024 2023 2024 2023

OPERATING REVENUES:

9 unchanged sentences

Total operating expenses 13,433 13,383 26,424 27,141

OTHER INCOME (EXPENSE):

OTHER (EXPENSE) INCOME:

Other income 497 364 2,925 2,984

1 unchanged sentence

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

Gain (loss) on dispositions of real estate assets, net 10,273 ( 481 )

(Loss) gain on dispositions of real estate assets, net ( 2,800 ) 6,394 7,473 5,914

Property and casualty loss, net ( 9 ) — ( 9 ) ( 1,016 )

Loss from investments in unconsolidated entities ( 85 ) ( 33 ) ( 171 ) ( 60 )

Total other income (expense), net 6,306 ( 5,695 )

NET INCOME 13,567 1,750

Net income attributable to non-controlling interests — —

NET INCOME ATTRIBUTABLE TO THE COMPANY 13,567 1,750

Total other (expense) income, net ( 8,687 ) 28 ( 2,381 ) ( 5,666 )

NET (LOSS) INCOME ( 823 ) 7,855 12,744 9,605

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

NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY ( 823 ) 7,855 12,744 9,605

Dividends declared on cumulative redeemable preferred stock ( 6,105 ) ( 6,084 ) ( 12,223 ) ( 12,152 )

Loss on extinguishment of cumulative redeemable preferred stock — ( 2 )

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 7,449 $ ( 4,320 )

INCOME (LOSS) PER COMMON SHARE:

Gain (loss) on extinguishment of cumulative redeemable preferred stock, net 274 ( 44 ) 274 ( 46 )

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 6,654 ) $ 1,727 $ 795 $ ( 2,593 )

(LOSS) INCOME PER COMMON SHARE:

Basic and diluted $ ( 0.19 ) $ 0.05 $ 0.02 $ ( 0.07 )

1 unchanged sentence

Basic and diluted 35,838,442 35,722,836 35,838,442 35,635,601

NET INCOME $ 13,567 $ 1,750

NET (LOSS) INCOME $ ( 823 ) $ 7,855 $ 12,744 $ 9,605

Change in fair value related to interest rate hedging instruments ( 33 ) 1,355 975 ( 293 )

COMPREHENSIVE INCOME 14,575 102

Net income attributable to non-controlling interests — —

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 14,575 $ 102

COMPREHENSIVE (LOSS) INCOME ( 856 ) 9,210 13,719 9,312

Comprehensive (loss) income attributable to non-controlling interests — — — —

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY $ ( 856 ) $ 9,210 $ 13,719 $ 9,312

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, 2024

Three Months Ended June 30, 2024

Preferred Stock Series C

6 unchanged sentences

Interests Total

Balance at March 31, 2024 5,956,065 $ 6 10,156,509 $ 10 247,181 $ — 35,838,442 $ 36 $ 856,455 $ ( 141,562 ) $ 8,374 $ 723,319 $ — $ 723,319

Redemptions of Series B Preferred Stock, net ( 54,735 ) — — — — — — — ( 1,217 ) 84 — ( 1,133 ) — ( 1,133 )

Redemptions of Series C Preferred Stock, net — — ( 86,042 ) — — — — — ( 1,952 ) 190 — ( 1,762 ) — ( 1,762 )

Issuance of Series E Preferred Stock, net — — — — 800 — — — 16 — — 16 — 16

Net loss — — — — — — — — — ( 823 ) — ( 823 ) — ( 823 )

Dividends—cumulative redeemable preferred stock — — — — — — — — — ( 6,105 ) — ( 6,105 ) — ( 6,105 )

Distributions—OP Units and common stock — — — — — — — — — ( 5,010 ) — ( 5,010 ) — ( 5,010 )

Comprehensive loss attributable to the Company — — — — — — — — — — ( 33 ) ( 33 ) — ( 33 )

Balance at June 30, 2024 5,901,330 $ 6 10,070,467 $ 10 247,981 $ — 35,838,442 $ 36 $ 853,302 $ ( 153,226 ) $ 8,341 $ 708,469 $ — $ 708,469

Six Months Ended June 30, 2024

Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Stockholders’

Interests Total

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

Redemptions of Series B Preferred Stock, net ( 54,735 ) — — — — — — — ( 1,217 ) 84 — ( 1,133 ) — ( 1,133 )

Redemptions of Series C Preferred Stock, net — — ( 86,042 ) — — — — — ( 1,952 ) 190 — ( 1,762 ) — ( 1,762 )

Issuance of Series E Preferred Stock, net — — — — 12,140 — — — 265 — — 265 — 265

3 unchanged sentences

Comprehensive income attributable to the Company — — — — — — — — — — 975 975 — 975

Balance at June 30, 2024 5,901,330 $ 6 10,070,467 $ 10 247,981 $ — 35,838,442 $ 36 $ 853,302 $ ( 153,226 ) $ 8,341 $ 708,469 $ — $ 708,469

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, 2023

Preferred Stock Series C

Preferred Stock Series E

Preferred Stock Common Stock Additional

Capital Distributions

Earnings Accumulated

Comprehensive

Stockholders’

Interests Total

Balance at March 31, 2023 5,956,065 $ 6 10,195,602 $ 10 60,200 $ — 35,713,982 $ 36 $ 851,063 $ ( 123,594 ) $ 7,359 $ 734,880 $ — $ 734,880

Three Months Ended March 31, 2023

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

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

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

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

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

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

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

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

Six Months Ended June 30, 2023

Preferred Stock Series C

14 unchanged sentences

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

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

Balance at March 31, 2023 5,956,065 $ 6 10,195,602 $ 10 60,200 $ — 35,713,982 $ 36 $ 851,063 $ ( 123,594 ) $ 7,359 $ 734,880 $ — $ 734,880

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

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

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

2 unchanged sentences

(In thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Bad debt expense 220 63

(Gain) loss on dispositions of real estate assets, net ( 10,273 ) 481

Gain on dispositions of real estate assets, net ( 7,473 ) ( 5,914 )

Property and casualty loss, net 9 1,016

8 unchanged sentences

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

Net cash provided by (used in) investing activities 62,519 ( 3,016 )

Net cash provided by investing activities 61,678 3,101

CASH FLOWS FROM FINANCING ACTIVITIES:

24 unchanged sentences

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

As of March 31, 2024, and December 31, 2023, the Company owned 100.0 % of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

As of June 30, 2024, and December 31, 2023, the Company owned 100.0 % of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

Gladstone Land Advisers, Inc.

2 unchanged sentences

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

For the three months ended March 31, 2024, and for the tax year ended December 31, 2023, 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, 2024, and for the tax year ended December 31, 2023, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

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

8 unchanged sentences

Securities and Exchange Commission (the “SEC”) on February 20, 2024 (the “Form 10-K”).

The results of operations for the three months ended March 31, 2024, 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, 2024, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and our reported amounts of revenues and expenses during the reporting periods.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making certain judgments.

1 unchanged sentence

Recently-Issued Accounting Pronouncements

As of March 31, 2024, there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.

As of June 30, 2024, there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.

REAL ESTATE AND INTANGIBLE ASSETS

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

The following table provides certain summary information about the 168 farms we owned as of March 31, 2024 (dollars in thousands, except for footnotes):

The following table provides certain summary information about the 168 farms we owned as of June 30, 2024 (dollars in thousands, except for footnotes):

of Farms Total

26 unchanged sentences

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

As of March 31, 2024, this investment had a net carrying value of approximately $ 946,000 and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

As of June 30, 2024, this investment had a net carrying value of approximately $ 861,000 and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

(4) Includes eight acres in which we own a leasehold interest via a ground lease with a private individual that expires in December 2040 and five acres in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041.

As of March 31, 2024, these two ground leases had a net cost basis of approximately $ 680,000 and are included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets.

As of June 30, 2024, these two ground leases had a net cost basis of approximately $ 670,000 and are included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets.

(5) Includes 48,309 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, and 5,666 surplus water credits in our account with Westlands Water District, located in Fresno County, California.

1 unchanged sentence

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

As of March 31, 2024, these ground leases had an aggregate net cost basis of approximately $ 293,000 and are included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets.

As of June 30, 2024, these ground leases had an aggregate net cost basis of approximately $ 209,000 and are included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets.

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

As of March 31, 2024, this investment had a net carrying value of approximately $ 4.7 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2024, and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023

As of June 30, 2024, this investment had a net carrying value of approximately $ 4.7 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

The following table sets forth the components of our investments in tangible real estate assets as of June 30, 2024, and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023

Land and land improvements $ 791,974 $ 792,277

6 unchanged sentences

Total real estate, net $ 1,225,403 $ 1,241,530

Real estate depreciation expense on these tangible assets was approximately $ 8.5 million and $ 8.9 million for the three months ended March 31, 2024 and 2023, respectively.

Real estate depreciation expense on these tangible assets was approximately $ 8.5 million and $ 17.1 million for the three and six months ended June 30, 2024, respectively, and approximately $ 8.8 million and $ 17.7 million for the three and six months ended June 30, 2023, 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, 2024, and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of June 30, 2024, and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023

Lease intangibles:

6 unchanged sentences

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

Total amortization expense related to these lease intangible assets was approximately $ 231,000 and $ 252,000 for the three months ended March 31, 2024 and 2023, 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, 2024, and December 31, 2023 (dollars in thousands):

March 31, 2024 December 31, 2023

Total amortization expense related to these lease intangible assets was approximately $ 289,000 and $ 521,000 for the three and six months ended June 30, 2024, respectively, and approximately $ 256,000 and $ 508,000 for the three and six months ended June 30, 2023, 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, 2024, and December 31, 2023 (dollars in thousands):

June 30, 2024 December 31, 2023

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, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

Total amortization related to above-market lease values and lease incentives was approximately $ 635,000 and $ 159,000 for the three months ended March 31, 2024 and 2023, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 41,000 and $ 44,000 for the three months ended March 31, 2024 and 2023, respectively.

We did not acquire any new farms during either of the three months ended March 31, 2024 or 2023.

Total amortization related to above-market lease values and lease incentives was approximately $ 372,000 and $ 1.0 million for the three and six months ended June 30, 2024, respectively, and approximately $ 200,000 and $ 359,000 for the three and six months ended June 30, 2023, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 149,000 and $ 189,000 for the three and six months ended June 30, 2024, respectively, and approximately $ 44,000 and $ 88,000 for the three and six months ended June 30, 2023, respectively.

We did not acquire any new farms during either of the three or six months ended June 30, 2024 or 2023.

Property Sale

4 unchanged sentences

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

As of March 31, 2024, our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0 % and 20.4 %, respectively.

As of June 30, 2024, our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0 % and 20.4 %, respectively.

As our investments in the Fresno LLC and Umatilla LLC are both deemed to constitute “significant influence,” we have accounted for these investments under the equity method.

During the three months ended March 31, 2024 or 2023, we recorded an aggregate loss of approximately $ 85,000 and $ 27,000 , respectively (included in Loss from investments in unconsolidated entities on our Condensed Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC.

As of March 31, 2024, and December 31, 2023, our combined ownership interest in the Fresno LLC and Umatilla LLC had an aggregate carrying value of approximately $ 5.7 million and $ 5.8 million, respectively, and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

We recorded an aggregate loss of approximately $ 85,000 and $ 171,000 during the three and six months ended June 30, 2024, respectively, and approximately $ 33,000 and $ 60,000 during the three and six months ended June 30, 2023, respectively (included in Loss from investments in unconsolidated entities on our Condensed Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and the Umatilla LLC.

As of June 30, 2024, and December 31, 2023, our combined ownership interest in the Fresno LLC and the Umatilla LLC had an aggregate carrying value of approximately $ 5.6 million and $ 5.8 million, respectively, and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

Investments in Water Assets

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

Semitropic Water Storage District Banked Water

In connection with the acquisition of certain farmland located in Kern County, California, in 2021, we also acquired three contracts to purchase an aggregate of 45,000 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California.

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

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

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

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

As of March 31, 2024, the 46,003 acre-feet of banked water held by SWSD was recognized as a long-term water asset and had an aggregate carrying value of approximately $ 35.4 million (included within Other assets, net on our Consolidated Balance Sheets).

In addition, since the initial acquisition, additional contracts to purchase banked water held by SWSD were conveyed to us by one of our tenants as partial consideration for rent payments owed.

The following table summarizes the total acre-feet of banked water obtained through exercising these contracts as of June 30, 2024 (dollars in thousands):

Period Acquired Acre-feet of Banked Water Available to Purchase per Contract Acre-feet of Banked Water Purchased (1)

Value Attributed to Contract (2)

Cost to Exercise Contract Total Carrying Value of Banked Water Purchased

Three months ended December 31, 2023 1,003 1,003 $ 401 $ 61 $ 463

Three months ended March 31, 2024 2,306 2,306 923 141 1,064

Total 3,309 3,309 $ 1,324 $ 202 $ 1,527

(1) All contracts to purchase additional banked water were exercised in the same quarter in which the respective contract was conveyed to us.

(2) Represents noncash income received during the respective periods.

The straight-line impact of these receipts is included within Lease revenue, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

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

As of June 30, 2024, the 48,309 acre-feet of banked water held by SWSD was recognized as a long-term water asset and had an aggregate carrying value of approximately $ 35.5 million (included within Other assets, net on our Condensed Consolidated Balance Sheets).

Westlands Water District Groundwater Credits

In addition, from May 2023 through March 2024, we elected to participate in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California.

2 unchanged sentences

WWD terminated the program for the 2024 water year effective March 5, 2024.

Through March 31, 2024, we have obtained 2,524 acre-feet of water credits, which represents 50 % of the total net water credits generated and confirmed by WWD under the program as of such date.

As of March 31, 2024, these water credits were recognized as a long-term water asset and had an aggregate carrying value of approximately $ 716,000 (included within Other assets, net on our Condensed Consolidated Balance Sheets).

In addition, as a result of being granted these water credits in exchange for transferring and storing this surplus water on behalf of WWD, we recognized approximately $ 426,000 of non-cash revenue during the three months ended March 31, 2024, which represents the estimated fair value of the water credits obtained during the period.

No such revenue was recorded during the prior-year period.

Through June 30, 2024, we have recognized 2,660 acre-feet of water credits, which represents 50 % of the total net water credits generated and confirmed by WWD under the program as of such date.

As of June 30, 2024, these water credits were recognized as a long-term water asset and had an aggregate carrying value of approximately $ 747,000 (included within Other assets, net on our Condensed Consolidated Balance Sheets).

In addition, as a result of being granted these water credits in exchange for transferring and storing this surplus water on behalf of WWD, we recognized approximately $ 27,000 and $ 453,000 of non-cash revenue during the three and six months ended June 30, 2024, respectively, which represents the estimated fair value of the water credits obtained during the period.

No such revenue was recorded during either of the prior-year periods.

Other Groundwater Credits

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

Through March 31, 2024, we have obtained 549 acre-feet of water credits as a result of these agreements, which were recognized as a long-term water asset with an aggregate carrying value of approximately $ 166,000 (included within Other assets, net on our Condensed Consolidated Balance Sheets).

As of March 31, 2024, and December 31, 2023, we owned a total of 49,076 acre-feet and 46,400 acre-feet, respectively, of long-term water assets, and our investments in these long-term water assets had an aggregate carrying value of approximately $ 35.4 million and $ 34.6 million, respectively, and are included within Other assets, net on our Condensed Consolidated Balance Sheets.

Through June 30, 2024, we have obtained 3,006 acre-feet of water credits as a result of these agreements, which were recognized as a long-term water asset with an aggregate carrying value of approximately $ 571,000 (included within Other assets, net on our Condensed Consolidated Balance Sheets).

Total Long-term Water Assets

As of June 30, 2024, and December 31, 2023, we owned a total of 53,975 acre-feet and 46,400 acre-feet, respectively, of long-term water assets, and our investments in these assets had an aggregate carrying value of approximately $ 36.9 million and $ 34.6 million, respectively, and are included within Other assets, net on our Condensed Consolidated Balance Sheets.

We have invested approximately $ 1.4 million to construct groundwater recharge facilities on two of our farms, which is included within Real estate, at cost on our Condensed Consolidated Balance Sheets.

In addition, through March 31, 2024, we have invested an additional $ 2.3 million in the aggregate in connection with these agreements that are expected to result in additional groundwater credits in the future;

In addition, through June 30, 2024, we have invested an additional $ 2.7 million in the aggregate in connection with these agreements that are expected to result in additional groundwater credits in the future;

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

1 unchanged sentence

Portfolio Concentrations

As of March 31, 2024, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10% of the total lease revenue recorded during the three months ended March 31, 2024.

As of June 30, 2024, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

No individual tenant represented greater than 10% of the total lease revenue recorded during the six months ended June 30, 2024.

Geographic Risk

Farms located in California and Florida accounted for approximately $ 13.2 million ( 66.5 %) and $ 3.1 million ( 15.6 %), respectively, of the total lease revenue recorded during the three months ended March 31, 2024.

Farms located in California and Florida accounted for approximately $ 27.6 million ( 67.2 %) and $ 6.1 million ( 14.7 %), respectively, of the total lease revenue recorded during the six months ended June 30, 2024.

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

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

Besides California and Florida, no other single state accounted for more than 10.0% of the total lease revenue recorded during the three months ended March 31, 2024.

Besides California and Florida, no other single state accounted for more than 10.0% of the total lease revenue recorded during the six months ended June 30, 2024.

California Floods

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

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

As of March 31, 2024, and December 31, 2023, we concluded that no ne of our properties or investments in water assets were impaired.

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

Our borrowings as of March 31, 2024, and December 31, 2023, are summarized below (dollars in thousands):

Carrying Value as of As of March 31, 2024

March 31, 2024 December 31, 2023 Stated Interest

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

As of June 30, 2024, and December 31, 2023, we concluded that none of our properties or water assets were impaired.

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

Our borrowings as of June 30, 2024, and December 31, 2023, are summarized below (dollars in thousands):

Carrying Value as of As of June 30, 2024

June 30, 2024 December 31, 2023 Stated Interest

Maturity Dates

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

As of March 31, 2024, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.1 billion.

The weighted-average stated interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.81 % for the three months ended March 31, 2024 , as compared to 3.77 % for the three months ended March 31, 2023 .

I n addition, 2023 interest patronage from our Farm

Credit Notes Payable (as defined below) resulted in a 22.0 % reduction (approximately 101 basis points) to the stated interest rates on such borrowings.

As of June 30, 2024, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.1 billion.

The weighted-average stated interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.83 % and 3.82 % for the three and six months ended June 30, 2024, respectfully, as compared to 3.79 % and 3.78 % for the three and six months ended June 30, 2023, respectively .

I n addition, 2023 interest patronage from our Farm Credit Notes Payable (as defined below) resulted in a 22.0 % reduction (approximately 101 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, 2024, we were in compliance with all covenants applicable to the above borrowings.

As of June 30, 2024, we were in compliance with all covenants applicable to the above borrowings.

MetLife Facility

As amended, our credit facility with Metropolitan Life Insurance Company (“MetLife”) consists of $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”), a $ 75.0 million long-term note payable (the “2020 MetLife Term Note”), and a $ 100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the MetLife Lines of Credit and the 2020 MetLife Term Note, the “MetLife Facility”).

The following table summarizes the pertinent terms of the MetLife Facility as of March 31, 2024 (dollars in thousands, except for footnotes):

The following table summarizes the pertinent terms of the MetLife Facility as of June 30, 2024 (dollars in thousands, except for footnotes):

Issuance Aggregate

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Totals $ 250,000 $ 37,100 $ 212,900

(1) Based on the properties that were pledged as collateral under the MetLife Facility, as of March 31, 2024, the maximum additional amount we could draw under the facility was approximately $ 110.2 million.

(1) Based on the properties that were pledged as collateral under the MetLife Facility, as of June 30, 2024, the maximum additional amount we could draw under the facility was approximately $ 110.2 million.

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

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

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

We did not issue any new bonds under the Farmer Mac Facility during the three months ended March 31, 2024.

As of March 31, 2024, we had approximately $ 36.3 million of bonds issued and outstanding under the Farmer Mac Facility.

Pursuant to the Bond Purchase Agreement, as further amended on June 2, 2023, we may issue new bonds under the Farmer Mac Facility

through December 31, 2026, and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date.

We did not issue any new bonds under the Farmer Mac Facility during the six months ended June 30, 2024.

As of June 30, 2024, we had approximately $ 36.3 million of bonds issued and outstanding under the Farmer Mac Facility.

Farm Credit Notes Payable

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

We did not enter into any new loan agreements with Farm Credit during the three months ended March 31, 2024.

We did not enter into any new loan agreements with Farm Credit during the six months ended June 30, 2024.

Interest Patronage

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During the three months ended March 31, 2024, we recorded interest patronage of approximately $ 1.9 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2023, and during th e three months ended September 30, 2023 , we received approximately $ 111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage (which relates to interest accrued during 2023 but is typically paid during the first half of 2024) early.

In total, 2023 interest patronage resulted in a 22.0 % reduction (approximately 101 basis points) to the interest rates

on such borrowings.

In total, 2023 interest patronage resulted in a 22.0 % reduction (approximately 101 basis points) to the interest rates on such borrowings.

Interest patronage is paid at Farm Credit’s discretion, and we are therefore unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2024 on our Farm Credit Notes Payable.

Debt Service – Aggregate Maturities

Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2024 , for the succeeding years are as follows (dollars in thousands):

Scheduled principal payments of our aggregate notes and bonds payable as of June 30, 2024 , for the succeeding years are as follows (dollars in thousands):

Period Scheduled Principal Payments

For the remaining nine months ending December 31:

For the remaining six months ending December 31:

2024 $ 15,692

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Thereafter 196,823

During the three months ended March 31, 2024, we repaid approximately $ 16.2 million of bonds that were scheduled to mature.

During the six months ended June 30, 2024, we repaid approximately $ 16.2 million of bonds that were scheduled to mature.

On a weighted-average basis, these borrowings bore interest at an annual rate of 3.15 %.

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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, 2024, the aggregate fair value of our notes and bonds payable was approximately $ 506.8 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 554.8 million.

As of June 30, 2024, the aggregate fair value of our notes and bonds payable was approximately $ 503.0 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 551.9 million.

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

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of March 31, 2024, is deemed to approximate their aggregate carrying value of $ 200,000 .

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of June 30, 2024, is deemed to approximate their aggregate carrying value of $ 200,000 .

Interest Rate Swap Agreements

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

As of March 31, 2024 , our interest rate swaps were valued using Level 2 inputs.

As of June 30, 2024 , our interest rate swaps were valued using Level 2 inputs.

In addition, we have designated our interest rate swaps as cash flow hedges.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is initially recorded in Accumulated other comprehensive income (loss) on the accompanying Condensed Consolidated Balance Sheets and subsequently reclassified into interest expense

in the same period(s) during which the hedged transaction affects.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is initially recorded in Accumulated other comprehensive income on the accompanying Condensed Consolidated Balance Sheets and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects.

During the next 12 months, we estimate that an additional $ 2.3 million will be reclassified as a reduction to interest expense.

We had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of March 31, 2024 , and December 31, 2023 (dollars in thousands):

We had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of June 30, 2024 , and December 31, 2023 (dollars in thousands):

Period Number of Instruments Aggregate Notional Amount

As of March 31, 2024 4 $ 69,809

As of June 30, 2024 4 $ 68,538

As of December 31, 2023 4 70,229

The following table presents the fair value of our interest rate swaps as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2024 , and December 31, 2023 (dollars in thousands):

The following table presents the fair value of our interest rate swaps as well as their classification on the Condensed Consolidated Balance Sheets as of June 30, 2024 , and December 31, 2023 (dollars in thousands):

Derivative Asset (Liability) Fair Value

Derivative Type Balance Sheet Location March 31, 2024 December 31, 2023

Derivative Type Balance Sheet Location June 30, 2024 December 31, 2023

Derivatives Designated as Hedging Instruments:

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Total $ 8,341 $ 7,366

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, 2024 and 2023 (dollars in thousands):

For the Three Months Ended March 31,

The following table presents the amount of (los s) income recognized in comprehensive (loss) income within our condensed consolidated financial statements for the three and six months ended June 30, 2024 and 2023 (dollars in thousands):

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

2024 2023 2024 2023

Derivative in cash flow hedging relationship:

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We have agreements with each of our derivative counterparties that contain a provision where if we default on any of our indebtedness, then we could also be declared in default on our derivative obligations.

As of March 31, 2024 , we did not have any derivatives in a net liability position, nor have we posted any collateral related to these agreements.

As of June 30, 2024 , we did not have any derivatives in a net liability position, nor have we posted any collateral related to these agreements.

CUMULATIVE TERM PREFERRED STOCK

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 underwriting discounts and offering expenses borne by us, of approximately $ 58.3 million.

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 underwriting discounts and offering expenses borne by us, of approximately $ 58.3 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 were not permitted to redeem shares of the Series D Term Preferred Stock prior to January 31, 2023, except in limited circumstances to preserve our qualification 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.

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.

We incurred approximately $ 2.1 million in total offering costs related to this issuance, which have been recorded net of the Series D Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

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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, 2024, the fair value of our Series D Term Preferred Stock was approximately $ 57.9 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 March 31, 2024, of $ 23.96 .

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, 2024, see Note 8, “ Equity—Distributions .”

As of June 30, 2024, the fair value of our Series D Term Preferred Stock was approximately $ 58.4 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, 2024, of $ 24.20 .

For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the six months ended June 30, 2024, see Note 8, “ Equity—Distributions .”

RELATED-PARTY TRANSACTIONS

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Incentive Fee

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

Pursuant to the Advisory Agreement, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO (defined below) for a particular quarter exceeds 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 the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends declared on preferred stock securities that are not treated as a liability for GAAP purposes.

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Gladstone, who also serves on the board of managers of Gladstone Securities.

In addition, Michael LiCalsi, our general counsel and secretary, serves in several capacities for Gladstone Securities, including as chief legal officer, secretary, a member of its board of managers, and a managing principal.

In addition, Michael LiCalsi, our general counsel and secretary, serves in several capacities for Gladstone Securities, including as its chief legal officer, secretary, a member of its board of managers, and a managing principal.

Financing Arrangement Agreement

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

We did not pay any financing fees to Gladstone Securities during either of the three months ended March 31, 2024 or 2023.

Through March 31, 2024, 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.

We did not pay any financing fees to Gladstone Securities during either of the three and six months ended June 30, 2024 or 2023.

Through June 30, 2024, 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

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

The following table summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the three months ended March 31, 2024 and 2023 (dollars in thousands):

For the Three Months Ended March 31,

The following table summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the three and six months ended June 30, 2024 and 2023 (dollars in thousands):

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

2024 2023 2024 2023

Series E Preferred Stock $ 2 $ 183 30 332

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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,

2024 2023 2024 2023

Base management fee (1)(2)

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Administration fee (1)(2)

$ 553 $ 514 $ 1,156 $ 1,090

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

$ 2 $ 183 $ 30 $ 332

Total fees to Gladstone Securities $ 2 $ 183 $ 30 $ 332

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Related-Party Fees Due

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023, were as follows (dollars in thousands):

March 31, 2024 December 31, 2023

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of June 30, 2024, and December 31, 2023, were as follows (dollars in thousands):

June 30, 2024 December 31, 2023

Base management fee $ 2,076 $ 2,156

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

gross proceeds of approximately $ 60.4 million, 77,841 shares of Series E Preferred Stock for gross proceeds of approximately $ 1.9 million, and 14,367,524 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $ 280.9 million.

Under the 2020 Registration Statement, we issued a total of 10,254,072 shares of Series C Preferred Stock (defined below) for gross proceeds of approximately $ 253.9 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, 77,841 shares of Series E Preferred Stock for gross proceeds of approximately $ 1.9 million, and 14,367,524 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $ 280.9 million.

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

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The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, permits us to issue up to an aggregate of $ 1.5 billion in securities consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more securities.

Through March 31, 2024, we have issued a total of 170,940 shares of Series E Preferred Stock (defined below) for gross proceeds of approximately $ 4.3 million and 124,460 shares of common stock for gross proceeds of approximately $ 2.2 million under the 2023 Registration Statement.

See Note 11, “ Subsequent Events ,” for equity issuances completed subsequent to March 31, 2024.

Through June 30, 2024, we have issued a total of 171,740 shares of Series E Preferred Stock (defined below) for gross proceeds of approximately $ 4.3 million and 124,460 shares of common stock for gross proceeds of approximately $ 2.2 million under the 2023 Registration Statement.

Equity Issuances

Series C Preferred Stock

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

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

Under the Series C Offering, as amended, we were permitted us to sell up to 10,200,000 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 200,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $ 22.75 per share.

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We listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP,” and trading commenced on June 8, 2023.

During the three months ended March 31, 2023, we issued approximately 14,069 shares of the Series C Preferred Stock pursuant to the DRIP and redeemed 9,820 shares that were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 225,000 .

During the three and six months ended June 30, 2023, we issued 0 and 14,069 shares of the Series C Preferred Stock pursuant to the DRIP, respectively, and 39,093 and 48,913 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 951,000 and $ 1.2 million, respectively.

Series E Preferred Stock

On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our newly-designated 5.00 % Series E Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share.

On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our 5.00 % Series E Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share.

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 E Offering.

The following table provides information on sales of our Series E Preferred Stock during the three months ended March 31, 2024 and 2023 (dollars in thousands, except per-share amounts):

Three Months Ended March 31,

The following table provides information on sales of our Series E Preferred Stock during the three and six months ended June 30, 2024 and 2023 (dollars in thousands, except per-share amounts):

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

2024 2023 2024 2023

Number of shares sold 800 75,209 12,140 135,409

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

See Note 11, “ Subsequent Events ,” for equity issuances completed subsequent to June 30, 2024.

At-the-Market Program

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(each a “Sales Agent”), that, as amended, currently permit us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $ 500.0 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, 2024 and 2023 (dollars in thousands, except per-share amounts):

Three Months Ended March 31,

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three and six months ended June 30, 2024 and 2023 (dollars in thousands, except per-share amounts):

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

2024 2023 2024 2023

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

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Net proceeds (1)

$ — $ 1,133 $ — $ 14,086

(1) Net of underwriting commissions.

Repurchase Program

On May 17, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $ 20.0 million of our 6.00 % Series B Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”) and up to $ 35.0 million of our Series C Preferred Stock (collectively, the “Repurchase Program”).

The Board’s authorization of the Repurchase Program may be suspended or discontinued at any time, does not obligate us to acquire any particular amount of securities, and expires on May 17, 2025.

Under the Repurchase Program, repurchases are intended to be implemented through open market transactions on U.S.

exchanges and/or in privately-negotiated transactions facilitated by a third-party broker acting as agent for us in accordance with applicable securities laws.

Any repurchases will be made during applicable trading window periods or pursuant to applicable Rule 10b5-1 trading plans.

The following table summarizes repurchase activity under the Repurchase Program during the three and six months ended June 30, 2024 (dollars in thousands, except per-share amounts):

Three and Six Months Ended June 30, 2024

Series B Preferred Stock:

Number of shares repurchased 54,735

Gross repurchase price (1)

Weighted-average repurchase price per share $ 20.70

Gain on repurchase (2)

Series C Preferred Stock:

Number of shares repurchased 86,042

Gross repurchase price (1)

Weighted-average repurchase price per share $ 20.47

Gain on repurchase (2)

(1) Inclusive of broker commissions.

(2) The gain on the repurchase of cumulative redeemable preferred stock is included within Gain (loss) on extinguishment of cumulative redeemable preferred stock, net on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.

See Note 11, “ Subsequent Events ,” for repurchase activity completed subsequent to June 30, 2024.

Non-Controlling Interests in Operating Partnership

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

As of March 31, 2024, and December 31, 2023, we owned 100.0 % of the outstanding OP Units.

As of June 30, 2024, and December 31, 2023, we owned 100.0 % of the outstanding OP Units.

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

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Distributions

The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three months ended March 31, 2024 and 2023 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, 2024 and 2023 are reflected in the table below.

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

Issuance 2024 2023 2024 2023

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LEASE REVENUES

The following table sets forth the components of our lease revenue for the three months ended March 31, 2024 and 2023 (dollars in thousands, except for footnotes):

Three Months Ended March 31,

The following table sets forth the components of our lease revenue for the three and six months ended June 30, 2024 and 2023 (dollars in thousands, except for footnotes):

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

2024 2023 2024 2023

Fixed lease payments (1)

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Variable lease payments (2)

1,202 92 1,430 334

Lease revenue, 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, 2024, and 2023, we recorded participation rents of approximately $ 0 and $ 195,000 , respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 233,000 and $ 37,000 , respectively.

In addition, during the three months ended March 31, 2023, we recorded approximately $ 10,000 of late fees.

During the three and six months ended June 30, 2024, we recorded participation rents of approximately $ 1.1 million during each period, reimbursements of certain property operating expenses by tenants of approximately $ 78,000 and $ 311,000 , respectively, and late fees of approximately $ 7,000 during each period.

During the three and six months ended June 30, 2023, we recorded participation rents of approximately $ 0 and $ 195,000 , respectively, reimbursements of certain property operating expenses by tenants of approximately $ 57,000 and $ 93,000 , respectively, and late fees of approximately $ 35,000 and $ 46,000 , respectively .

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

EARNINGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2024 and 2023, computed using the weighted average number of common shares outstanding during the respective periods.

The following table sets forth the computation of basic and diluted earnings per common share for the three and six months ended June 30, 2024 and 2023, computed using the weighted average number of common shares outstanding during the respective periods.

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

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 income (loss) attributable to common stockholders $ 7,449 $ ( 4,320 )

2024 2023 2024 2023

Net (loss) income attributable to common stockholders $ ( 6,654 ) $ 1,727 $ 795 $ ( 2,593 )

Weighted average shares of common stock outstanding – basic and diluted 35,838,442 35,722,836 35,838,442 35,635,601

Income (loss) per common share – basic and diluted $ 0.21 $ ( 0.12 )

There were no OP Units held by non-controlling OP Unitholders for either of the three months ended March 31, 2024 or 2023 .

(Loss) income per common share – basic and diluted $ ( 0.19 ) $ 0.05 $ 0.02 $ ( 0.07 )

There were no OP Units held by non-controlling OP Unitholders during either of three or six months ended June 30, 2024 or 2023 .

SUBSEQUENT EVENTS

Portfolio Activity—Water Acquisition

On July 15, 2024, we purchased 1,985 acre-feet of water from Byron-Bethany Irrigation District (“BBID”), a multi-county water district located in Contra Costa County, California, for the 2024 water year for a total purchase price (including commissions and other closing costs) of approximately $ 801,000 .

This water was purchased pursuant to a water transfer agreement we entered into with BBID in October 2023, whereby we may elect to purchase up to 15,000 acre-feet of water per water year during years in which BBID has a surplus supply of water through February 28, 2031.

Financing Activity

Debt Activity—Loan Repayments

Subsequent to June 30, 2024, we repaid approximately $ 6.0 million of loans.

On a weighted-average basis, these borrowings bore interest at a fixed, stated rate of 4.31 % and an effective interest rate (after interest patronage, where applicable) of 3.06 % .

Equity Activity

Equity Issuances

The following table provides information on equity sales that occurred subsequent to June 30, 2024 (dollars in thousands, except per-share amounts):

Type of Issuance Number of

Shares Sold Weighted Average Offering Price

Per Share Gross Proceeds Net Proceeds (1)

Series E Preferred Stock (1)

3,195 $ 24.88 $ 79 $ 72

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

Repurchase Program

The following table summarizes repurchase activity under the Repurchase Program subsequent to June 30, 2024, (dollars in thousands, except per-share amounts):

Series B Preferred Stock:

Number of shares repurchased 42,196

Gross repurchase price (1)

Weighted-average repurchase price per share $ 21.37

Gain on repurchase $ 37

Series C Preferred Stock:

Number of shares repurchased 60,920

Gross repurchase price (1)

Weighted-average repurchase price per share $ 21.09

Gain on repurchase $ 97

(1) Inclusive of broker commissions.

Distributions

On April 9, 2024, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:

On July 9, 2024, our Board of Directors 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 19, 2024 April 30, 2024 $ 0.125

May 17, 2024 May 31, 2024 0.125

June 19, 2024 June 28, 2024 0.125

July 22, 2024 July 31, 2024 $ 0.125

August 21, 2024 August 30, 2024 0.125

September 20, 2024 September 30, 2024 0.125

Total Series B Preferred Stock Distributions:

Series C Preferred Stock:

April 19, 2024 April 30, 2024 $ 0.125

May 17, 2024 May 31, 2024 0.125

June 19, 2024 June 28, 2024 0.125

July 22, 2024 July 31, 2024 $ 0.125

August 21, 2024 August 30, 2024 0.125

September 20, 2024 September 30, 2024 0.125

Total Series C Preferred Stock Distributions:

Series D Term Preferred Stock:

April 19, 2024 April 30, 2024 $ 0.104167

May 17, 2024 May 31, 2024 0.104167

June 19, 2024 June 28, 2024 0.104167

July 22, 2024 July 31, 2024 $ 0.104167

August 21, 2024 August 30, 2024 0.104167

September 20, 2024 September 30, 2024 0.104167

Total Series D Term Preferred Stock Distributions:

Series E Preferred Stock:

April 22, 2024 May 3, 2024 $ 0.104167

May 23, 2024 June 5, 2024 0.104167

June 25, 2024 July 5, 2024 0.104167

July 25, 2024 August 5, 2024 $ 0.104167

August 26, 2024 September 5, 2024 0.104167

September 25, 2024 October 4, 2024 0.104167

Total Series E Preferred Stock Distributions:

Common Stock (1) :

April 19, 2024 April 30, 2024 $ 0.0466

May 17, 2024 May 31, 2024 0.0466

June 19, 2024 June 28, 2024 0.0466

July 22, 2024 July 31, 2024 $ 0.0467

August 21, 2024 August 30, 2024 0.0467

September 20, 2024 September 30, 2024 0.0467

Total Common Stock Distributions $ 0.1401

1 unchanged sentence

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What changed 10-Q

Item 1. Financial Statements