GLADSTONE LAND CORPORATION All statements contained herein, other than historical facts, may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as "may," "might," "believe," "will," "provided," "anticipate," "future," "could," "growth," "plan," "intend," "expect," "should," "would," "if," "seek," "possible," "potential," "likely," or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements. For further information about these and other factors that could affect our future results, please see the captions titled "Forward-Looking Statements" and "Risk Factors" in this report and our Annual Report on Form 10-K for the year endedDecember 31, 2022 (the "Form 10-K"). We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q (the "Quarterly Report"), except as required by law. All references to "we," "our," "us" and the "Company" in this Quarterly Report meanGladstone Land Corporation and its consolidated subsidiaries, except where it is made clear that the term refers only toGladstone Land Corporation .
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust ("REIT")
that is engaged in the business of owning and leasing farmland. With the
exception of one farm in California , which is currently self-operated (on a
temporary basis and via a management agreement with an unrelated third-party),
we are not a grower of crops, nor do we typically farm the properties we own. We
currently own 169 farms comprised of 115,731 acres located across 15 states in
the U.S. We also own several farm-related facilities, such as cooling
facilities, packinghouses, processing facilities, and various storage
facilities.
We conduct substantially all of our activities through, and all of our
properties are held, directly or indirectly, by, Gladstone Land Limited
Partnership (the "Operating Partnership"). Gladstone Land Corporation controls
the sole general partner of the Operating Partnership and currently owns,
directly or indirectly, 100.0% of the units of limited partnership interest in
the Operating Partnership ("OP Units"). In addition, we have elected for
Gladstone Land Advisers, Inc. ("Land Advisers"), a wholly-owned subsidiary of
ours, to be treated as a taxable REIT subsidiary ("TRS").
Gladstone Management Corporation (our "Adviser") manages our real estate
portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC
(our "Administrator"), provides administrative services to us pursuant to an
administration agreement. Our Adviser and our Administrator collectively employ
all of our personnel and directly pay their salaries, benefits, and general
expenses.
Portfolio Diversification
Since our initial public offering inJanuary 2013 (the "IPO"), we have expanded our portfolio from 12 farms leased to 7 different, unrelated tenants to a current portfolio of 169 farms leased to 88 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn). The acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the different geographic locations (by state) of our farms owned as of and during the three months endedMarch 31, 2023 and 2022 (dollars in thousands): 23 -------------------------------------------------------------------------------- As of and For the Three Months EndedMarch 31, 2023 As of and
For the Three Months Ended
Number % of % of Total Number % of % of Total
of Total Total Lease Lease of Total Total Lease Lease
State Farms Acres Acres Revenue Revenue Farms Acres Acres Revenue Revenue
California (1) 63 34,844 30.1% $ 13,606 64.2% 62 33,027 29.3% $ 13,250 66.4%
Florida 26 22,606 19.5% 3,713 17.5% 26 22,591 20.1% 3,587 18.0%
Washington 6 2,529 2.2% 1,162 5.5% 3 1,384 1.2% 599 3.0%
Colorado 12 32,773 28.3% 597 2.8% 12 32,773 29.1% 529 2.6%
Arizona 6 6,320 5.5% 563 2.7% 6 6,280 5.6% 503 2.5%
Oregon 6 898 0.8% 518 2.4% 5 726 0.6% 363 1.8%
Nebraska 9 7,782 6.7% 369 1.7% 9 7,782 6.9% 336 1.7%
Michigan 23 1,892 1.6% 246 1.2% 23 1,892 1.7% 353 1.8%
Maryland 6 987 0.8% 115 0.5% 6 987 0.9% 110 0.5%
Texas 1 3,667 3.2% 112 0.5% 1 3,667 3.3% 113 0.6%
South Carolina 3 597 0.5% 61 0.3% 3 597 0.5% 61 0.3%
Georgia 2 230 0.2% 56 0.3% 2 230 0.2% 56 0.3%
North Carolina 2 310 0.3% 33 0.2% 2 310 0.3% 33 0.2%
New Jersey 3 116 0.1% 32 0.1% 3 116 0.1% 32 0.2%
Delaware 1 180 0.2% 19 0.1% 1 180 0.2% 18 0.1%
TOTALS 169 115,731 100.0% $ 21,202 100.0% 164 112,542 100.0% $ 19,943 100.0%
(1)According to the California Chapter of the
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 120 of our farms are leased on a pure, triple-net basis, 45 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, or insurance costs), and 1 farm is self-operated. Additionally, 29 of our farms are leased under agreements that include a variable rent component, called "participation rents," that are based on the gross revenues earned on the respective farms.
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as ofMarch 31, 2023 (dollars in thousands): Lease Revenues for Number of Expiring the % of Total Expiring Leased % of Total Three Months Ended Lease Year Leases(1) Acreage Acreage March 31, 2023 Revenues 2023 (2) 7 5,921 5.1% $ 1,710 8.1% 2024 9 10,384 9.0% 1,567 7.4% 2025 10 20,640 17.9% 1,862 8.8% 2026 13 12,061 10.4% 1,381 6.5% 2027 4 6,393 5.5% 2,207 10.4% Thereafter 57 59,252 51.2% 12,288 57.9% Other(3) 10 1,080 0.9% 187 0.9% Totals 110 115,731 100.0% $ 21,202 100.0%
(1)Certain lease agreements encompass multiple farms. (2)Includes one lease with a tenant termination option that we do not currently expect to be exercised.
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(3)Primarily consists of ancillary leases (e.g., renewable energy leases; oil,
gas, and mineral leases; telecommunications leases; etc.) with varying
expirations on certain of our farms. Also includes one farm that was
self-operated as of March 31, 2023 , for which we recorded approximately $77,000
of lease revenues attributable to the former tenant during the three months
ended March 31, 2023 .
Aside from an early termination option available to the tenant on one of our
farms in Michigan (which we do not currently expect to be exercised), we
currently have two agricultural leases scheduled to expire within the next six
months, both on farms in California . We are currently in negotiations with the
existing tenants on each of the farms, as well as other potential tenants, and
we anticipate being able to renew the leases at their respective current market
rental rates without incurring any downtime on either of the farms. We currently
anticipate the rental rates on these lease renewals to be flat to slightly
higher compared to that of the existing leases. Regarding all upcoming lease
expirations, there can be no assurance that we will be able to renew the
existing leases or execute new leases at rental rates favorable to us, if at
all, or be able to find replacement tenants, if necessary.
Recent Developments
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our
existing properties since
PRIOR LEASES(1) NEW LEASES(2)
Total # of Leases Lease Total # of Leases Lease
Number Total Annualized with Structures Annualized Wtd. Avg. with Structures
Farm of Farm Straight-line Participation (# of NNN Straight-line Term Participation (# of NNN
Locations Leases Acres Rent(3) Rents / NN / N)(4) Rent(3) (Years) Rents / NN / N)(4)
CA, CO , & NE 5 8,933 $ 4,914 2 3 / 2 / 0 $ 5,509 7.4 0 3 / 2 / 0
(1)Prior leases include one lease that was terminated early during the three
months ended March 31, 2023 . In connection with this early termination, during
the three months ended March 31, 2023 , we wrote off aggregate deferred rent and
rent receivable balances of approximately $128,000 against lease revenue. Upon
termination of this lease, we entered into a new lease with a new tenant,
effective immediately, which is included in the above table.
(2)In connection with certain of these leases, we committed to provide capital
for certain improvements on these farms. See "Liquidity and Capital
Resources-Operating Commitments and Obligations-Operating Obligations" below for
additional information on these and other commitments.
(3)Based on the minimum cash rental payments guaranteed under the applicable
leases (presented on an annualized basis), as required under GAAP, and excludes
contingent rental payments, such as participation rents.
(4)"NNN" refers to leases under triple-net lease arrangements, "NN" refers to
leases under partial-net lease arrangements, and "N" refers to leases under
single-net lease arrangements, in each case, as described above under
"Leases-General."
As of and during a portion of the three months endedMarch 31, 2023 , we had one farm inCalifornia that was self-operated (via a management agreement with an unrelated third-party). We are in discussions with potential tenants to lease this farm and currently expect to come to an agreement within the next three months; however, there can be no guarantee that we will be able to reach a lease agreement with a tenant at favorable terms to us, or at all. Additionally, due to credit issues with three of our tenants, we determined that the full collectability of the remaining rental payments under the respective leases with these tenants was not deemed to be probable. As such, during the three months endedMarch 31, 2023 , we recognized lease revenues from the seven leases with these three tenants (three on farms inCalifornia and four on farms inMichigan ) on a cash basis. We are continuing to work with the current tenants and will seek to come to an agreement for the remaining rental payments, if possible. Such agreement, if one can be reached, may include placing these tenants on payment plans, deferring a portion of the rent owed to us, or agreeing to terminate the respective leases. In the event of a termination, we estimate that we would be able to find new tenants to lease each of these properties at market rental rates within 1 to 12 months.
During the three months ended
California Floods
InJanuary 2023 , periods of heavy rainfall inCalifornia resulted in floods that impacted several areas of the state, including regions where certain of our farms are located. As a result of the flooding, one of our farms in theCentral Valley suffered damage to certain structures located on the farm. We are still in the process of assessing the damage; however, as ofMarch 31, 2023 , we estimated the carrying value of the structures on this property damaged by the floods to be approximately$855,000 . As such, during the three months endedMarch 31, 2023 , we wrote down the carrying value of these structures and also 25 -------------------------------------------------------------------------------- recorded a corresponding property and casualty loss, included within Property and casualty (loss) recovery, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. We currently expect the damage to be fully covered by either insurance or the tenant's obligations pursuant to the lease. Certain of our other farms inCalifornia suffered minor damage as a result of the floods, but no other farms were materially impacted. Financing Activity Debt Activity
Farm Credit Notes Payable-Interest Patronage
From time to time sinceSeptember 2014 , we, through certain subsidiaries of ourOperating 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 endedMarch 31, 2023 , we recorded interest patronage of approximately$2.3 million related to interest accrued on the Farm Credit Notes Payable during the year endedDecember 31, 2022 , and during the three months endedSeptember 30, 2022 , we received approximately$113,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2022 interest patronage (which relates to interest accrued during 2022 but is typically paid during the first half of 2023) early. In total, 2022 interest patronage resulted in a 24.1% reduction (approximately 109 basis points) to the interest rates on such borrowings. For further discussion on interest patronage, refer to Note 4, "Borrowings-Farm Credit Notes Payable-Interest Patronage," in the accompanying notes to our condensed consolidated financial statements.
Loan Repayments
FromJanuary 1, 2023 , through the date of this filing, we repaid approximately$21.8 million of maturing loans. On a weighted-average basis, these borrowings bore interest at a stated rate of 3.46% and an effective interest rate (after interest patronage, where applicable) of 3.40%.
Equity Activity
Series C Preferred Stock
OnApril 3, 2020 , we filed a prospectus supplement with theSEC for a continuous public offering (the "Series C Offering") of our 6.00% Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock"). Under the Series C Offering, as amended, we were permitted to sell up to 10,200,000 shares of our Series C Preferred Stock on a "reasonable best efforts" basis throughGladstone 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. The Primary Series C Offering terminated onDecember 31, 2022 , and the DRIP was terminated effectiveMarch 22, 2023 . FromJanuary 1, 2023 , through the date of this filing, we issued approximately 6,913 shares of the Series C Preferred Stock pursuant to the DRIP and redeemed 400 shares that were tendered for optional redemption.
Series E Preferred Stock
OnNovember 9, 2022 , we filed a prospectus supplement with theSEC 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 throughGladstone Securities at an offering price of$25.00 per share. See Note 6, "Related-Party Transactions-Gladstone Securities-Dealer-Manager Agreements," for a discussion of the commissions and fees to be paid toGladstone Securities in connection with the Series E Offering. The following table summarizes the sales of our Series E Preferred Stock that occurred fromJanuary 1, 2023 , through the date of this filing (dollars in thousands): Number of Weighted-average Shares Sold Offering Price Per Share Gross Proceeds Net Proceeds(1) 99,981 $ 24.94$ 2,494 $ 2,250
(1)Net of underwriting discounts, selling commissions, and dealer-manager fees
borne by us. Aggregate selling commissions and dealer-manager fees paid to
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The Series E Offering will terminate on the date (the "Series E Termination
Date") that is the earlier of (i) December 31, 2025 (unless terminated or
extended by our Board of Directors) and (ii) the date on which all 8,000,000
shares of Series E Preferred Stock offered in the Series E Offering are sold.
There is currently no public market for shares of Series E Preferred Stock. We
intend to apply to list the Series E Preferred Stock on Nasdaq or another
national securities exchange within one calendar year of the Series E
Termination Date; however, there can be no assurance that a listing will be
achieved in such timeframe, or at all.
Common Stock-At-the-Market Program
OnMay 12, 2020 , we entered into equity distribution agreements withVirtu Americas, LLC , andLadenburg Thalmann & Co., Inc. (each a "Sales Agent"), that, as subsequently amended, permitted us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to$260.0 million (the "ATM Program"). OnApril 13, 2023 , we entered into separate amended and restated equity distribution agreements with the Sales Agents to allow us to sell shares of our common stock having an aggregate offering price of up to$500.0 million .
The following table summarizes the activity under the ATM Program from
Weighted-average
Offering Price
Number of Shares Sold Per Share Gross Proceeds Net Proceeds(1)
663,585 $ 19.72 $ 13,084 $ 12,953
(1)Net of underwriting commissions.
Impact of Inflation and Rising Interest Rates
According to theU.S. Bureau of Labor Statistics , the consumer price index ("CPI") grew at an annual rate of 5.0% throughMarch 2023 , as overall inflation continued to ease from the peak levels experienced in the summer of 2022, when it reached the highest rates seen in over 40 years. However, food prices have continued to outpace the rate of inflation, with the overall food segment increasing at an annual rate of 8.5% throughMarch 2023 , and the food at home segment (which encompasses over 90% of the crops grown on our farms) growing by 8.4%. In addition, according to the NCREIF Farmland Index, which, as ofMarch 31, 2023 , consisted of approximately$15.9 billion of farms across theU.S. , the total return onU.S. farmland (including appreciation and income) was 8.9% for the 12 months endedMarch 31, 2023 . If the increases in food prices continue to outpace inflation, we believe this will help mitigate the increase in input costs currently experienced by our farm operators. While showing signs of slowing from its peak levels, overall inflation remains significantly above theFederal Reserve's target long-term rate of 2.0%, leading theFederal Reserve to raise its benchmark funds rate ten times sinceMarch 2022 . As such, interest rates remain volatile in response to competing concerns regarding inflationary pressures, coupled with the threat of a near-term recession. The yield on the 10-yearU.S. Treasury Note has increased substantially over the past 12 months and recently surpassed 4% for the first time since 2008, which adversely affects interest rates on long-term financing. In addition, global recessionary conditions appear likely to occur within the next 12 months, caused in part by inflation, the potential emergence of new public health emergencies, and geopolitical conditions, although the actual timeline, impact, and duration are unknown. Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.34% for another 4.8 years. As such, with respect to our current borrowings, we have experienced minimal impact from the recent increases in interest rates, and we believe we are well-protected against further interest rate increases, which seem likely to continue in the near term.
LIBOR Transition
The majority of our debt is at fixed rates, and we currently have very limited
exposure to variable-rate debt based upon the London Interbank Offered Rate
("LIBOR"), which is currently being phased out and is anticipated to be
completely phased out by June 2023 . LIBOR is currently transitioning to a new
standard rate, the Secured Overnight Financing Rate ("SOFR"), which incorporates
certain overnight repo market data collected from multiple data sets. SOFR was
formally adopted by the Alternative Reference Rates Committee in July 2021 . The
intent was to adjust the SOFR to minimize the differences between the interest
that a borrower was paying using LIBOR versus what it will be paying SOFR. Our
lines of credit with MetLife and four term loans with Rabo AgriFinance LLC
(which are effectively fixed through our entry into interest swap agreements)
were previously indexed based on LIBOR, and all have since transitioned to SOFR,
resulting in a minimal impact to our overall operations.
Our Adviser and Administrator
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We are externally managed pursuant to contractual arrangements with our Adviser
and our Administrator (both affiliates of ours), which collectively employ all
of our personnel and pay their salaries, benefits, and general expenses
directly. The current investment advisory agreement with our Adviser (the
"Advisory Agreement") and the current administration agreement with our
Administrator (the "Administration Agreement") were each approved unanimously by
our board of directors, including, specifically, our independent directors.
A summary of certain compensation terms within the Advisory Agreement and a summary of the Administration Agreement is below.
Advisory Agreement
Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, "Related-Party Transactions-Our Adviser and Administrator-Advisory Agreements," within the accompanying notes to our condensed consolidated financial statements.
Base Management Fee
Pursuant to the Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.60% (0.15% 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.
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 exceeded a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter's Total Adjusted Common Equity.
For purposes of this calculation, Pre-Incentive Fee FFO is defined in 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 were not treated as a liability for GAAP purposes. In addition, Total Adjusted Common Equity is defined as common stockholders' equity plus non-controlling common interests in ourOperating Partnership , if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items. Our Adviser would receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO did not exceed the hurdle rate; (ii) 100% of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeded the hurdle rate but was less than 2.1875% in any calendar quarter (8.75% annualized); and (iii) 20% of the amount of the Pre-Incentive Fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Administration Agreement
Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator's expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator's employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator's president, general counsel, and secretary), and their respective staffs. Our allocable portion of the Administrator's expenses is generally derived by multiplying our Administrator's total expenses by the approximate percentage of time the Administrator's employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.
Critical Accounting Policies
The preparation of our financial statements in accordance withU.S. generally accepted accounting principles ("GAAP") requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of our significant accounting policies is provided in Note 2 to our consolidated financial statements in our Form 10-K. There were no material changes to our critical accounting policies during the three months endedMarch 31, 2023 . 28 --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses with regard to the comparison between the three months endedMarch 31, 2023 and 2022: •Same-property basis represents farms owned as ofDecember 31, 2021 , which were not vacant at any point during either period presented and full collectability of future rental payments under the respective leases was deemed probable during the entirety of both periods; •Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent toDecember 31, 2021 . FromJanuary 1, 2022 , throughMarch 31, 2023 , we acquired five new farms and did not have any farm dispositions; and
•Vacant, self-operated, or non-accrual properties are:
•Farms that were vacant (either wholly or partially) at any point during either period presented. We did not have any vacant farms during either of the three months endedMarch 31, 2023 or 2022; •Farms that were self-operated at any point during either period presented. One of our farms was self-operated (via a management agreement with an unrelated third-party) during a portion of the three months endedMarch 31, 2023 ; and •Farms with leases where revenue was recognized on a cash basis during either period presented (rather than a straight-line basis, as prescribed under GAAP) due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues. During the three months endedMarch 31, 2023 , we recognized revenue from 7 different leases with 3 separate tenants (encompassing 17 different farms) on a cash basis.
A comparison of results of components comprising our operating income for the
three months ended
For the Three Months Ended March
31,
2023 2022 $ Change % Change
Operating revenues:
Lease revenues:
Fixed lease payments $ 20,960 $ 19,938 $ 1,022 5.1%
Variable lease payments - participation rents 195 - 195 NM
Variable lease payments - tenant reimbursements 47 5 42 840.0%
Total operating revenues 21,202 19,943 1,259 6.3%
Operating expenses:
Depreciation and amortization 9,119 8,346 773 9.3%
Property operating expenses 1,128 703 425 60.5%
Base management and incentive fees 2,149 3,168 (1,019) (32.2)%
Administration fee 575 463 112 24.2%
General and administrative expenses 786 684 102 14.9%
Total operating expenses 13,757 13,364 393 2.9%
Operating income $ 7,445 $ 6,579 $ 866 13.2%
NM = Not Meaningful
Operating Revenues
Lease revenues
The following table provides a summary of our lease revenues during the three
months ended
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For the Three Months Ended
2023 2022 $ Change % Change
Same-property basis:
Fixed lease payments $ 19,604 $ 19,469 $ 135 0.7%
Participation rents 123 - 123 NM
Total - Same-property basis 19,727 19,469 258 1.3%
Properties acquired or disposed of:
Fixed lease payments 1,075 - 1,075 NM
Participation rents - - - NM
Total - Properties acquired or disposed of 1,075 - 1,075 NM
Vacant, self-operated, or non-accrual, properties: Fixed lease payments
281 469 (188) (40.1)%
Participation rents 72 - 72 NM
Total - Vacant, self-operated, or non-accrual
properties 353 469 (116) (24.7)%
Tenant reimbursements and other(1) 47 5 42 840.0%
Total Lease revenues $ 21,202 $ 19,943 $ 1,259 6.3%
NM = Not Meaningful
(1)Tenant reimbursements and other primarily consist of tenant-reimbursed
property operating expenses on certain of our farms, including property taxes,
insurance premiums, and other property-related expenses. Similar amounts are
also recorded as property operating expenses during the respective periods.
Same-property Basis - 2023 compared to 2022
Lease revenues from fixed lease payments remained relatively flat for the three
months ended
Lease revenues from participation rents increased primarily due to additional information being made available to us during the three months endedMarch 31, 2023 , that allowed such amounts to be reasonably determinable and thus recorded. These amounts were originally scheduled to be paid during the three months endedDecember 31, 2022 ; however, sufficient information to record such amounts were not known at the time.
Other - 2023 compared to 2022
Lease revenue from properties acquired or disposed of increased primarily due to
additional revenues earned on new farms acquired subsequent to
Fixed lease payments from vacant, self-operated, or non-accrual properties decreased primarily due to revenue from certain of our leases being recognized on a cash basis during the three months endedMarch 31, 2023 (rather than a straight-line basis, as prescribed under GAAP), due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues. These leases will continue to be recognized on a non-accrual basis until we deem full collectability of future rental payment under these leases to be probable. In addition, one of our farms was self-operated (via a management agreement with an unrelated third-party) for a portion of the three months endedMarch 31, 2023 . This decrease was partially offset by cash collections (in part or in whole) from tenants occupying certain of these properties during the three months endedMarch 31, 2023 .
The fluctuations in tenant reimbursement revenue are primarily driven by payments made by certain tenants on our behalf (pursuant to the lease agreements) to unconsolidated entities of ours that convey water to the respective properties. As such, the timing of revenue fluctuates as payments are made by our tenants.
Operating Expenses
Depreciation and amortization
Depreciation and amortization expense increased primarily due to additional depreciation and amortization expense incurred on new farms acquired subsequent toDecember 31, 2021 , as well as an increase in depreciation associated with additional capital expenditures on certain of our farms. This increase was partially offset by a decrease attributable to certain assets reaching the end of their useful lives. Property operating expenses 30
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Property operating expenses consist primarily of real estate taxes, repair and
maintenance expenses, insurance premiums, and other miscellaneous operating
expenses paid for certain of our properties. The following table provides a
summary of the property-operating expenses recorded during the three months
ended
For
the Three Months Ended
2023 2022 $ Change % Change
Same-property basis $ 854 $ 654 $ 200 30.6%
Properties acquired or disposed of 4 - 4 NM
Vacant, self-operated, or non-accrual properties 228 37 191 516.2%
Tenant-reimbursed property operating expenses(1) 42 12 30 250.0%
Total Property operating expenses $ 1,128 $ 703 $ 425 60.5%
NM = Not Meaningful
(1)Represents certain operating expenses (property taxes, insurance premiums,
and other property-related expenses) paid by us that, per the respective leases,
are required to be reimbursed to us by the tenant. Similar amounts are also
recorded as lease revenue when earned in accordance with the lease.
Same-property Basis - 2023 compared to 2022
Property operating expenses increased primarily due to higher legal fees and other costs incurred in connection with protecting water rights on certain farms inCalifornia , as well as additional repair and maintenance expenses incurred as a result of natural disasters at certain of our farms. This increase was partially offset by a decrease in property tax expenses.
Other - 2023 compared to 2022
Property operating expenses attributable to vacant, self-operated, or non-accrual properties increased primarily due to third-party property management expenses incurred on a farm that was self-operated for a portion of the three months endedMarch 31, 2023 . The increase in property operating expenses was also attributable to additional legal fees incurred in connection with rent collection or lease termination efforts for those tenants on farms that were placed on non-accrual status. The fluctuations in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases. Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities.
Related-Party Fees
The following table provides the calculations of the base management and incentive fees due to our Adviser pursuant to the Advisory Agreement for the three months endedMarch 31, 2023 and 2022 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 6, "Related-Party Transactions," within the accompanying notes to our condensed consolidated financial statements): 31 --------------------------------------------------------------------------------
Quarter Ended
March 31
FY 2023 Fee Calculations:
Base Management Fee:
Gross Tangible Real Estate(1)(2) $ 1,432,394
Quarterly rate 0.150 %
Base management fee(3) $ 2,149
Incentive Fee:
Total Adjusted Common Equity(1)(2) $ 358,689
First hurdle quarterly rate 1.750 % First hurdle threshold $
6,277
Second hurdle quarterly rate 2.1875 % Second hurdle threshold$ 7,846 Pre-Incentive Fee FFO(1)$ 5,303
100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold
$ -
20% of Pre-Incentive Fee FFO in excess of second hurdle threshold
-
Total Incentive fee(3) $ -
Total fees due to Adviser $ 2,149
FY 2022 Fee Calculations:
Base Management Fee:
Gross Tangible Real Estate(1)(2) $ 1,357,800
Quarterly rate 0.150 %
Base management fee(3) $ 2,037
Incentive Fee:
Total Adjusted Common Equity(1)(2) $ 378,299
First hurdle quarterly rate 1.750 % First hurdle threshold $
6,620
Second hurdle quarterly rate 2.1875 % Second hurdle threshold$ 8,275 Pre-Incentive Fee FFO(1)$ 7,751
100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold
$ 1,131
20% of Pre-Incentive Fee FFO in excess of second hurdle threshold
-
Total Incentive fee(3) $ 1,131
Total fees due to Adviser $ 3,168 (1)As defined in the Advisory Agreement. (2)As of the end of the respective prior quarters. (3)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
The base management fee increased primarily due to additional assets acquired
and improvements made on certain of our farms since
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Our Adviser earned an incentive fee during the three months ended March 31,
2022 , due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreement)
exceeding the required hurdle rate of the applicable equity base during the
first quarter of fiscal year 2022. No incentive fee was earned by our Adviser
during the three months ended March 31, 2023 , as our Pre-Incentive Fee FFO did
not surpass the required hurdle rate.
The administration fee paid to our Administrator increased primarily due to hiring additional personnel and us using a higher overall share of our Administrator's resources in relation to those used by other funds and affiliated companies serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses. General and administrative expenses increased during the three months endedMarch 31, 2023 , primarily due to stockholder-related expenses incurred related to the annual stockholders' meeting and higher professional fees..
A comparison of results of other components contributing to net loss
attributable to common stockholders for the three months ended
For the Three Months Ended March
31,
2023 2022 $ Change % Change
Operating income $ 7,445 $ 6,579 $ 866 13.2%
Other income (expense):
Other income 2,620 2,767 (147) (5.3)%
Interest expense (6,036) (6,448) 412 (6.4)%Dividends declared on cumulative term preferred stock (755)
(755) - -%
Loss on dispositions of real estate assets, net (481) (976) 495 (50.7)%
Property and casualty (loss) recovery, net (1,016) 49 (1,065) (2,173.5)%
Loss from investments in unconsolidated entities (27) (29) 2 (6.9)%
Total other expense, net (5,695) (5,392) (303) 5.6%
Net income 1,750 1,187 563 47.4%
Net income attributable to non-controlling interests - (9) 9 (100.0)%
Net income attributable to the Company 1,750 1,178 572 48.6%
Aggregate dividends declared on and charges related to extinguishment of cumulative redeemable preferred stock
(6,070) (3,915) (2,155) 55.0%
Net loss attributable to common stockholders
57.8%
Other Income (Expense)
Other income, which generally consists of interest patronage received from Farm Credit (as defined in Note 4, "Borrowings," in the accompanying notes to our condensed consolidated financial statements) and interest earned on short-term investments, decreased primarily due to less interest patronage received from Farm Credit (primarily due to decreased borrowings from Farm Credit), partially offset by an increase in income earned on short-term investments due to higher interest rates. During the three months endedMarch 31, 2023 , we recorded approximately$2.3 million of interest patronage from Farm Credit related to interest accrued during 2022, as compared to approximately$2.8 million of interest patronage recorded during the prior-year period that related to interest accrued during 2021. In addition, during the three months endedSeptember 30, 2022 , we received approximately$113,000 of interest patronage related to interest accrued during 2022, as certain Farm Credit associations paid a portion of 2022 interest patronage (which is typically paid during the first half of 2023) early. In total, 2022 interest patronage resulted in a 24.1% reduction (approximately 109 basis points) to the interest rate of such borrowings. Interest expense decreased, primarily due to a decrease in overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the three months endedMarch 31, 2023 , was approximately$612.2 million , as compared to approximately$664.3 million for the prior-year period. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the overall effective interest rate charged on our aggregate borrowings for the three months endedMarch 31, 2023 , was 3.77% as compared to 3.72% for the prior-year period. 33 --------------------------------------------------------------------------------
Losses on dispositions of real estate assets related to the disposals of certain irrigation and other improvements on certain of our farms.
The net property and casualty (loss) recovery related to net expenses incurred and insurance recoveries received for certain improvements that were damaged due to natural disasters. The property and casualty loss recorded during the three months endedMarch 31, 2023 , was primarily due to the heavy rainfall that occurred inCalifornia in early 2023, resulting in floods that impacted several areas of the state, including regions where certain of our farms are located. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments," for further discussion on the damage caused by theCalifornia floods.
The aggregate dividends paid on our cumulative redeemable preferred stock increased due to additional shares of the Series C Preferred Stock and Series E Preferred Stock issued and outstanding during the current-year period.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our current short- and long-term sources of funds include cash and cash
equivalents, cash flows from operations, borrowings (including the undrawn
commitments available under our credit facility with Metropolitan Life Insurance
Company ("MetLife")), and issuances of additional equity securities. Our current
available liquidity is approximately $192.4 million , consisting of approximately
$42.7 million in cash on hand and, based on the current level of collateral
pledged, approximately $149.7 million of availability under our credit facility
with MetLife (subject to compliance with covenants) and other undrawn notes or
bonds. In addition, we currently have certain properties valued at a total of
approximately $131.1 million that are unencumbered and eligible to be pledged as
collateral.
Over 99.9% of our borrowings are currently at fixed rates, and on a
weighted-average basis, these rates are fixed at an effective interest rate of
3.34% for another 4.8 years. In addition, the weighted-average remaining term of
our notes and bonds payable is approximately 9.4 years. As such, with respect to
our current borrowings, we have experienced minimal impact from the recent
increases in interest rates, and we believe we are well-protected against any
future interest rate increases. Despite ongoing volatility in the markets, based
on discussions with our lenders, we do not believe there will be a credit freeze
on agricultural lending in the near term. We are in compliance with all of our
debt covenants under our respective credit facilities and borrowings, and we
believe we currently have adequate liquidity to cover all near- and long-term
debt obligations and operating expenses.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our cumulative term preferred stock and cumulative redeemable preferred stock; making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available, funding capital improvements on existing farms and new farmland and farm-related acquisitions consistent with our investment strategy. In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt; fund our current operating costs; pay dividends on our cumulative term preferred stock and cumulative redeemable preferred stock; and fund our distributions to stockholders (including non-controlling OP Unitholders). We expect to meet our long-term liquidity requirements through various sources of capital, including long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, shares of our Series E Preferred Stock, OP Units through ourOperating Partnership as consideration for future acquisitions, and shares of common stock through our ATM Program), and other secured and unsecured borrowings. We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related facilities. We continue to actively seek and evaluate acquisitions of additional farms and farm-related facilities that satisfy our investment criteria, and we have several properties that are in various stages of our due diligence process. However, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Operating Commitments and Obligations
Operating Obligations
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In connection with the execution of certain lease agreements, we have committed
to provide capital improvements on certain of our farms. Below is a summary of
certain of those projects for which we have incurred or accrued costs as
March 31, 2023 (dollars in thousands):
Obligated Amount Expended
Farm Farm Total Completion or Accrued as of
Location(s) Acreage Commitment Date(1) March 31, 2023
St. Lucie, FL 549 $ 230 Q3 2023 $ 201
Umatilla, OR 135 2,750 (2) Q4 2023 2,321
Columbia, OR 157 1,800 (2) Q3 2024 1,146
Ventura, CA 402 1,000 (2) Q4 2025 448
Napa, CA 270 1,635 (2) Q4 2029 876
Wicomico & Caroline, MD, and 115 49
Sussex, DE 833 Q3 2030
Yuma, AZ 3,033 941 (2) Q4 2031 808
Franklin & Grant, WA, & 2,169 660
Umatilla, OR 1,126 (2) Q4 2032
(1)Our obligation to provide capital to fund these improvements does not extend
beyond these respective dates.
(2)Pursuant to contractual agreements, we will earn additional rent on the cost
of these capital improvements as the funds are disbursed by us.
Ground Lease Obligations
In connection with certain farms acquired through a leasehold interest, we assumed certain ground lease arrangements under which we are the lessee. Future minimum lease payments due under the remaining non-cancelable terms of these leases as ofMarch 31, 2023 , is as follows (dollars in thousands): Future Lease Period Payments(1)
For the remaining nine months ending
December 31: 2023 $ 40
For the fiscal years ending December
31: 2024 92
2025 62
2026 62
2027 62
2028 62
Thereafter 631
Total undiscounted lease payments 1,011
Less: imputed interest (435)
Present value of lease payments $ 576
(1)Certain annual lease payments are set at the beginning of each year to then-current market rates (as determined by the lessor). 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 Condensed Consolidated Statement of Operations and Comprehensive Income) of approximately$25,000 and$23,000 during the three months endedMarch 31, 2023 and 2022, respectively.
Cash Flow Resources
The following table summarizes total net cash flows from operating, investing, and financing activities for the three months endedMarch 31, 2023 and 2022 (dollars in thousands): For the Three Months Ended March 31, 2023 2022 $ Change % Change Net change in cash from: Operating activities$ 4,714 $ 7,553 $ (2,839) (37.6)% Investing activities (3,016) (3,572) 556 (15.6)% Financing activities (24,111) 28,692 (52,803) (184.0)% Net change in Cash and cash equivalents$ (22,413) $ 32,673 $ (55,086) (168.6)% Operating Activities 35
-------------------------------------------------------------------------------- The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses. Cash provided by operating activities decreased primarily due to less interest patronage received during the three months endedMarch 31, 2023 (as a significant portion was received subsequent toMarch 31, 2023 ), and an increase in certain non-rent receivables from two entities that we expect to collect in full over the next couple of months.
Investing Activities
The decrease in cash used in investing activities was primarily due to a decrease in the amount of cash paid for capital improvements on existing farms during the current-year period.
Financing Activities
The decrease in cash provided by financing activities was primarily due to a decrease in aggregate net cash proceeds received from preferred and common equity offerings of approximately$31.2 million and a decrease in aggregate net borrowings of approximately$19.8 million .
MetLife Facility
As amended inFebruary 2022 , our facility with MetLife currently consists of$75.0 million of revolving equity lines of credit and an aggregate of$175.0 million of term notes (the "MetLife Facility"). We currently have$100,000 outstanding under the lines of credit and$36.9 million outstanding on the term notes. While$213.0 million of the full commitment amount under the MetLife Facility remains undrawn, based on the level of collateral pledged, we currently have approximately$110.3 million of availability under the MetLife Facility. The draw period for both term notes expires onDecember 31, 2024 , after which MetLife has no obligation to disburse any additional undrawn funds under the term notes. FarmerMac Facility Our agreement with Federal Agricultural Mortgage Corporation ("Farmer Mac") provides for bond issuances up to an aggregate amount of$225.0 million (the "FarmerMac Facility ") byMay 31, 2023 , after which Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately$100.1 million under the FarmerMac Facility . We are currently in discussions with Farmer Mac to extend the period during which we may issue new bonds under the facility, and we expect to execute such an agreement during the three months endingJune 30, 2023 .
Farm Credit and Other Lenders
SinceSeptember 2014 , we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 4, "Borrowings," within the accompanying notes to our condensed consolidated financial statements). We also have borrowing relationships with several other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships. As such, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.
Equity Capital
The following table provides information on equity sales that have occurred
since
Weighted-average
Number of Offering Price
Type of Issuance Shares Sold Per Share Gross Proceeds Net Proceeds(1)
Series E Preferred Stock 99,981 $ 24.94 $ 2,494 $ 2,250
Common Stock - ATM Program 663,585 19.72 13,084 12,953
(1)Net of selling commissions and dealer-manager fees or underwriting discounts and commissions (in each case, as applicable).
Our 2023 Registration Statement (as defined in Note 8, "Equity-Registration Statement," within the accompanying notes to our condensed consolidated financial statements) 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 of such securities. To date, we have issued approximately$553,000 of Series E Preferred Stock under the 2023 Registration Statement. 36 --------------------------------------------------------------------------------
In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts ("NAREIT") developed funds from operations ("FFO") as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO ("CFFO") and adjusted FFO ("AFFO") as additional non-GAAP financial measures of our operational performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our board of directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO. Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
•Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis. Other adjustments. We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
•Rent adjustments. This adjustment removes the effects of straight-lining rental
income, as well as the amortization related to above-market lease values and
lease incentives and accretion related to below-market lease values, other
deferred revenue, and tenant improvements, resulting in rental income reflected
on a modified accrual cash basis. In addition to these adjustments, we also
modify the calculation of cash rents within our definition of AFFO to provide
greater consistency and comparability due to the period-to-period volatility in
which cash rents are received. To coincide with our tenants' harvest seasons,
our leases typically provide for cash rents to be paid at various points
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throughout the lease year, usually annually or semi-annually. As a result, cash
rents received during a particular period may not necessarily be comparable to
other periods or represent the cash rents indicative of a given lease year.
Therefore, we further adjust AFFO to normalize the cash rent received pertaining
to a lease year over that respective lease year on a straight-line basis,
resulting in cash rent being recognized ratably over the period in which the
cash rent is earned.
•Amortization of debt issuance costs. The amortization of costs incurred to
obtain financing is excluded from AFFO, as it is a non-cash expense item that is
not directly related to the operating performance of our properties.
•Other adjustments. We will adjust for certain non-cash charges and receipts and
will explain such adjustments accordingly. We believe the exclusion of such
non-cash amounts improves comparability of our operating results on a
period-to-period basis and will apply consistent definitions of AFFO for all
prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors' understanding of our ongoing operational performance.
FFO, CFFO and AFFO do not represent cash flows from operating activities in
accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all
cash effects of transactions and other events in the determination of net
income, and should not be considered an alternative to net income as an
indication of our performance or to cash flows from operations as a measure of
liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO,
using the NAREIT definition for FFO and the definitions above for CFFO and AFFO,
to similarly-titled measures for other REITs may not necessarily be meaningful
due to possible differences in the definitions used by such REITs.
Diluted funds from operations ("Diluted FFO"), diluted core funds from
operations ("Diluted CFFO"), and diluted adjusted funds from operations
("Diluted AFFO") per share are FFO, CFFO, and AFFO, respectively, divided by the
weighted-average number of total shares (including shares of our common stock
and OP Units held by non-controlling limited partners) outstanding on a
fully-diluted basis during a period. We believe that diluted earnings per share
is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and
AFFO per share. Because many REITs provide Diluted FFO, CFFO, and AFFO per share
information to the investment community, we believe these are useful
supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share
are useful to investors because they provide investors with a further context
for evaluating our FFO, CFFO, and AFFO results in the same manner that investors
use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the
three months ended March 31, 2023 and 2022 to the most directly-comparable GAAP
measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share,
using the weighted-average number of total shares (including shares of our
common stock and OP Units held by non-controlling OP Unitholders) outstanding
during the respective periods (dollars in thousands, except per-share amounts):
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For the Three Months
Ended March 31,
2023 2022
Net income $ 1,750 $ 1,187 Less: Aggregate dividends declared on and charges related to extinguishment of cumulative redeemable preferred stock(1)
(6,070) (3,915)
Net loss attributable to common stockholders and non-controlling OP Unitholders
(4,320) (2,728)
Plus: Real estate and intangible depreciation and amortization 9,119 8,346
Plus: Losses on dispositions of real estate assets, net 481 976
Adjustments for unconsolidated entities(2) 23 26
FFO available to common stockholders and non-controlling OP Unitholders
5,303 6,620
Plus: Acquisition- and disposition-related expenses, net 19 109
Plus: Other nonrecurring charges (receipts), net(3) 1,136 (49)
CFFO available to common stockholders and non-controlling OP Unitholders
6,458 6,680
Net rent adjustment (903) (719)
Plus: Amortization of debt issuance costs 261 271
Plus: Other non-cash charges(4) 223 149
AFFO available to common stockholders and non-controlling OP Unitholders
6,039 6,381
Weighted-average common stock outstanding-basic and diluted 35,547,397 34,285,002
Weighted-average common non-controlling OP Units outstanding - 204,778
Weighted-average total common shares outstanding 35,547,397 34,489,780
Diluted FFO per weighted-average total common share $ 0.15 $ 0.19
Diluted CFFO per weighted-average total common share $ 0.18 $ 0.19
Diluted AFFO per weighted-average total common share $ 0.17 $ 0.19
Distributions declared per total common share $ 0.14 $ 0.14
(1)Includes (i) cash dividends paid on our Series B Preferred Stock, Series C
Preferred Stock, and Series E Preferred Stock, (ii) the value of additional
shares of Series C Preferred Stock issued pursuant to the DRIP, and (iii) the
pro-rata write-off of offering costs related to shares of Series C Preferred
Stock that were redeemed during the respective periods.
(2)Represents our pro-rata share of depreciation expense recorded in
unconsolidated entities during the respective periods.
(3)Consists primarily of (i) net property and casualty losses (recoveries)
recorded and the cost of related repairs expensed as a result of the damage
caused to certain improvements by natural disasters on certain of our farms and
(ii) costs related to the amendment of the Series C Offering that were expensed.
(4)Consists of (i) the amount of dividends on the Series C Preferred Stock paid
via issuing new shares (pursuant to the DRIP), (ii) the pro-rata write-off of
offering costs related to shares of Series C Preferred Stock that were redeemed,
which were noncash charges, and (iii) our remaining pro-rata share of (income)
loss recorded from investments in unconsolidated entities during the respective
periods.
Net Asset Value
Real estate companies are required to record real estate using the historical
cost basis of the real estate, adjusted for accumulated depreciation and
amortization, and, as a result, the carrying value of the real estate does not
typically change as the fair value of the assets change. Thus, one challenge is
determining the fair value of the real estate in order to allow stockholders to
see the value of the real estate increase or decrease over time, which we
believe is useful to our investors.
Determination of Fair Value
Our Board of Directors reviews and approves the valuations of our properties pursuant to a valuation policy approved by our Board of Directors (the "Valuation Policy"). Such review and approval occurs in three phases: (i) prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials that are provided by professionals of the Adviser and Administrator, with oversight and direction from the chief valuation officer, who is also employed by the Administrator (collectively, the "Valuation Team"); (ii) the valuation committee of the Board of Directors (the "Valuation Committee"), which is comprised entirely of independent directors, meets to review the valuation recommendations and supporting materials; and (iii) after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee's findings to the entire Board of Directors so that the full Board of Directors may review and approve the fair values of our properties in accordance with the Valuation Policy. Further, on a quarterly basis, the Board of Directors reviews the Valuation Policy to determine if changes thereto are advisable and also reviews whether the Valuation Team has applied the Valuation Policy consistently.
Per the Valuation Policy, our valuations are generally derived based on the following:
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•For properties acquired within 12 months prior to the date of valuation, the
purchase price of the property will generally be used as the current fair value
unless overriding factors apply. In situations where OP Units are issued as
partial or whole consideration in connection with the acquisition of a property,
the fair value of the property will generally be the lower of: (i) the
agreed-upon purchase price between the seller and the buyer (as shown in the
purchase and sale agreement or contribution agreement and using the agreed-upon
pricing of the OP Units, if applicable), or (ii) the value as determined by an
independent, third-party appraiser.
•For real estate we acquired more than one year prior to the date of valuation,
we determine the fair value either by relying on estimates provided by
independent, third-party appraisers or through an internal valuation process. In
addition, if significant capital improvements take place on a property, we will
typically have those properties reappraised upon completion of the project by an
independent, third-party appraiser. In any case, we intend to have each property
valued by an independent, third-party appraiser via a full appraisal at least
once every three years, with interim values generally being determined by
either: (i) a restricted appraisal (a "desk appraisal") performed by an
independent, third-party appraiser, or (ii) our internal valuation process.
Various methodologies were used, both by the appraisers and in our internal
valuations, to determine the fair value of our real estate, including the sales
comparison, income capitalization (or a discounted cash flow analysis), and cost
approaches of valuation. In performing their analyses, the appraisers typically
(i) conducted site visits to the properties (where full appraisals were
performed), (ii) discussed each property with our Adviser and reviewed
property-level information, including, but not limited to, property operating
data, prior appraisals (as available), existing lease agreements, farm acreage,
location, access to water and water rights, potential for future development,
and other property-level information, and (iii) reviewed information from a
variety of sources about regional market conditions applicable to each of our
properties, including, but not limited to, recent sale prices of comparable
farmland, market rents for similar farmland, estimated marketing and exposure
time, market capitalization rates, and the current economic environment, among
others. In performing our internal valuations, we will consider the most recent
appraisal available and use similar methodologies in determining an updated fair
value. We will also obtain updated market data related to the property, such as
updated sales and market rent comparisons and market capitalization rates, and
perform an updated assessment of the tenants' credit risk profiles, among
others. Sources of this data may come from market inputs from recent
acquisitions of our own portfolio of real estate, recent appraisals of
properties we own that are similar in nature and in the same region (as
applicable) as the property being valued, market conditions and trends we
observe in our due diligence process, and conversations with appraisers,
brokers, and farmers.
A breakdown of the methodologies used to value our properties and the aggregate
value as of
Number of Total Farm Acre-feet Net Cost Current % of Total
Valuation Method Farms Acres Acres of Water Basis(1) Fair Value Fair Value
Purchase Price 5 2,691 2,337 - $ 59,785 $ 61,828 3.9%
Internal Valuation 3 6,189 4,730 - 20,331 36,000 2.3%
Third-party Appraisal(2) 161 106,851
89,071 45,000 1,281,025 1,482,099 93.8%
Total 169 115,731 96,138 45,000 $ 1,361,141 $ 1,579,927 100.0%
(1)Consists of the initial acquisition price (including the costs allocated to
both tangible and intangible assets acquired and liabilities assumed), plus
subsequent improvements and other capitalized costs paid for by us that were
associated with the properties, and adjusted for accumulated depreciation and
amortization.
(2)Appraisals performed between June 2022 and March 2023 .
Some of the significant assumptions used by appraisers and the Valuation Team in
valuing our portfolio as of March 31, 2023 , include land values per farmable
acre, market rental rates per farmable acre and the resulting net operating
income ("NOI") at the property level, and capitalization rates, among others.
These assumptions were applied on a farm-by-farm basis and were selected based
on several factors, including comparable land sales, surveys of both existing
and current market rates, discussions with other brokers and farmers, soil
quality, size, location, and other factors deemed appropriate. A summary of
these significant assumptions as of March 31, 2023 , is provided in the following
table:
Appraisal Assumptions Internal Valuation Assumptions
Range Weighted Range Weighted
(Low - High) Average (Low - High) Average
Land Value (per farmable acre) $707 - $123,280 $ 35,140 $5,512 - $5,512 $ 5,512
Market NOI (per farmable acre) $25 - $3,536 $ 1,702 N/A N/A
Market Capitalization Rate 3.30% - 9.50% 5.29% N/A N/A
Note: Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made relating to farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing), as their aggregate value was considered to be insignificant in relation to that of the farmland.
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Our Valuation Team reviews the appraisals, including the significant assumptions
and inputs used in determining the appraised values, and considers any
developments that may have occurred since the time the appraisals were
performed. Developments considered that may have an impact on the fair value of
our real estate include, but are not limited to, changes in tenant credit
profiles, changes in lease terms (such as expirations and notices of
non-renewals or to vacate), and potential asset sales (particularly those at
prices different from the appraised values of our properties).
Management believes that the purchase prices of the farms acquired during the
previous 12 months and the most recent appraisals available for the farms
acquired prior to the previous 12 months fairly represent the current market
values of the properties as of March 31, 2023 , and, accordingly, did not make
any adjustment to these values.
A quarterly roll-forward of the change in our portfolio value for the three
months ended
Total portfolio fair value as ofDecember 31, 2022
-
Plus net value appreciation during the three months ended
Farms valued via third-party appraisals $
11,655
Total net appreciation for the three months endedMarch 31, 2023
11,655
Total portfolio fair value as ofMarch 31, 2023
Management also determined fair values of all of its long-term borrowings and preferred stock. Using a discounted cash flow analysis, management determined that the fair value of all long-term encumbrances on our properties as ofMarch 31, 2023 , was approximately$553.6 million , as compared to a carrying value (excluding unamortized related debt issuance costs) of approximately$602.3 million . The fair values of our Series B Preferred Stock and Series D Term Preferred Stock were determined using the closing stock prices as ofMarch 31, 2023 , of$23.25 per share and$24.00 per share, respectively. Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of each of our Series C Preferred Stock and Series E Preferred Stock to be$25.00 per share as ofMarch 31, 2023 (see Exhibits 99.1 and 99.2 to this Form 10-Q).
Calculation of Estimated Net Asset Value
To provide our stockholders with an estimate of the fair value of our real
estate assets, we intend to estimate the fair value of our farms and
farm-related properties and provide an estimated net asset value ("NAV") on a
quarterly basis. NAV is a non-GAAP, supplemental measure of financial position
of an equity REIT and is calculated as total equity, adjusted for the increase
or decrease in fair value of our real estate assets and long-term borrowings
(including any preferred stock required to be treated as debt for GAAP purposes)
relative to their respective cost bases. Further, we calculate NAV per common
share by dividing NAV by our total common shares outstanding (consisting of our
common stock and OP Units held by non-controlling limited partners).
The fair values presented above and their usage in the calculation of net asset
value per share presented below have been prepared by and are the responsibility
of management. PricewaterhouseCoopers LLP has neither examined, compiled, nor
performed any procedures with respect to the fair values or the calculation of
net asset value per common share, which utilizes information that is not
disclosed within the financial statements, and, accordingly, does not express an
opinion or any other form of assurance with respect thereto.
As of
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Total equity per balance sheet $ 734,880
Fair value adjustment for long-term assets:
Less: net cost basis of tangible and intangible real estate $ (1,361,141)
holdings(1)
Plus: estimated fair value of real estate holdings(2)
1,579,927
Net fair value adjustment for real estate holdings 218,786 Fair value adjustment for long-term liabilities: Plus: book value of aggregate long-term indebtedness(3)
662,659
Less: fair value of aggregate long-term indebtedness(3)(4)
(611,580)
Net fair value adjustment for long-term indebtedness 51,079 Estimated NAV 1,004,745
Less: aggregate fair value of cumulative redeemable preferred stock(5)
(393,369)
Estimated NAV available to common stockholders and non-controlling OP
$ 611,376
Unitholders
Total common shares and non-controlling OP Units outstanding 35,713,982 Estimated NAV per common share and OP Unit$ 17.12 (1)Per Net Cost Basis as presented in the table above. (2)Per Current Fair Value as presented in the table above. (3)Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series D Term Preferred Stock. (4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series D Term Preferred Stock was valued based on its closing stock price as ofMarch 31, 2023 . (5)The Series B Preferred Stock was valued based on its closing stock price as ofMarch 31, 2023 , while the Series C Preferred Stock and Series E Preferred Stock were each valued at its liquidation value, as discussed above.
A quarterly roll-forward in the estimated NAV per common share for the three
months ended
Estimated NAV per common share and non-controlling OP Unit as of$ 17.08 December 31, 2022 Less net loss attributable to common stockholders and (0.12) non-controlling OP Unitholders Adjustments for net change in valuations: Net change in unrealized fair value of farmland portfolio(1)$ 0.59 Net change in unrealized fair value of long-term indebtedness
(0.38)
Net change in valuations 0.21 Less distributions on common stock and non-controlling OP Units (0.14) Plus net accretive effect of equity issuances 0.09 Estimated NAV per common share and non-controlling OP Unit as of$ 17.12
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) an increase of$0.33 per share due to the net appreciation in value of the farms that were valued during the three months endedMarch 31, 2023 , (ii) an increase of$0.25 per share due to the aggregate depreciation and amortization expense recorded during the three months endedMarch 31, 2023 , and (iii) an increase of$0.01 per share due to net disposition of certain assets that did not impact the respective farms' estimated fair values. Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs. In addition, the trading price of our common shares may differ significantly from our most recent estimated NAV per common share calculation. For example, while we estimated our NAV per common share to be$17.12 as ofMarch 31, 2023 , based on the calculation above, the closing price of our common stock onMarch 31, 2023 , was$16.65 per share. The determination of estimated NAV is subjective and involves a number of assumptions, judgments, and estimates, and minor adjustments to these assumptions, judgments, or estimates may have a material impact on our overall portfolio valuation. In addition, many of the assumptions used are sensitive to market conditions and can change frequently. Changes in the market environment and other events that may occur during our ownership of these properties may cause the values reported above to vary from the actual fair value that may be obtained in the open market. Further, while management believes the values presented reflect current market conditions, the ultimate amount realized on any asset will be based on the timing of such dispositions and the then-current market conditions. There can be no assurance that the ultimate realized value upon disposition of an asset will approximate the estimated fair value above. 42
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