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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)
ý☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBERSeptember 30, 20172020
or
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file numbernumber:001-35795

GLADSTONE LAND CORPORATION
(Exact Namename of Registrantregistrant as Specifiedspecified in its Charter)

charter)
Maryland54-1892552
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer Identification No.)
MARYLAND54-1892552
State or Other Jurisdiction of
Incorporation or Organization
1521 Westbranch Drive,		Suite 100I.R.S. Employer Identification No.
McLean,Virginia22102
1521 WESTBRANCH DRIVE, SUITE 100
MCLEAN, VIRGINIA
22102
(Address of Principal Executive Officesprincipal executive offices)(Zip CodeCode)
(703) 287-5800
(Registrant’s Telephone Number, Including Area Codetelephone number, including area code)
Not Applicable
(Former Name, Former Addressname, former address and Former Fiscal Year,former fiscal year, if Changed Since Last Reportchanged since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareLANDThe Nasdaq Stock Market, LLC
6.375% Series A Cumulative Term Preferred Stock, $0.001 par value per shareLANDPThe Nasdaq Stock Market, LLC
6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per shareLANDOThe Nasdaq Stock Market, LLC
Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ý☒    No  ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ý☒    No  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨☐Accelerated filerx☒
Non-accelerated filer
¨
☐		(Do not check if a smaller reporting company)Smaller reporting companyx☒
Emerging growth company
¨
☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨☐    No  ý.☒
The number of shares of the registrant’s Common Stock, $0.001 par value per share, outstanding as of November 6, 2017,3, 2020, was 13,637,938.24,102,406.


Table of Contents
GLADSTONE LAND CORPORATION
FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 20172020
TABLE OF CONTENTS
PAGE
PAGE
FINANCIAL INFORMATION
ITEM 1.
3
4
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68
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4755
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4856
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Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
 
September 30, 2020December 31, 2019
ASSETS
Investments in real estate, net$858,753 $792,081 
Lease intangibles, net3,626 4,827 
Cash and cash equivalents6,455 13,688 
Other assets, net9,543 6,191 
TOTAL ASSETS$878,377 $816,787 
LIABILITIES AND EQUITY
LIABILITIES:
Borrowings under lines of credit$11,600 $100 
Notes and bonds payable, net491,921 481,829 
Series A cumulative term preferred stock, $0.001 par value, $25.00 per share liquidation preference; 2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of September 30, 2020, and December 31, 2019, net28,535 28,359 
Accounts payable and accrued expenses11,997 10,132 
Due to related parties, net2,266 2,169 
Other liabilities, net14,743 15,228 
Total liabilities561,062 537,817 
Commitments and contingencies (Note 7)
EQUITY:
Stockholders’ equity:
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 September 30, 2020; 6,485,400 shares authorized, 4,755,869 shares issued and outstanding as of December 31, 20196 5 
Series C cumulative redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 26,000,000 shares authorized, 420,230 shares issued and outstanding as of September 30, 2020; 0 shares authorized, issued, or outstanding as of December 31, 20190 0 
Common stock, $0.001 par value; 65,543,935 shares authorized 22,204,906 shares issued and outstanding as of September 30, 2020; 91,514,600 shares authorized, 20,936,658 shares issued and outstanding as of December 31, 201922 21 
Additional paid-in capital368,465 315,770 
Accumulated other comprehensive loss(1,721)(390)
Distributions in excess of accumulated earnings(49,457)(38,785)
Total stockholders’ equity317,315 276,621 
Non-controlling interests in Operating Partnership0 2,349 
Total equity317,315 278,970 
TOTAL LIABILITIES AND EQUITY$878,377 $816,787 
 September 30, 2017 December 31, 2016
ASSETS   
Investments in real estate, net$444,390
 $326,311
Lease intangibles, net5,796
 2,000
Cash and cash equivalents3,758
 2,438
Deferred financing costs related to borrowings under line of credit, net209
 239
Other assets, net2,407
 2,997
TOTAL ASSETS$456,560
 $333,985
    
LIABILITIES AND EQUITY   
LIABILITIES:   
Borrowings under lines of credit$5,100
 $16,550
Mortgage notes and bonds payable, net290,234
 190,797
Series A cumulative term preferred stock, par value $0.001 per share; $25.00 per share liquidation preference; 2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of September 30, 2017, and December 31, 2016, net27,831
 27,655
Accounts payable and accrued expenses4,382
 2,801
Due to related parties, net(1)
984
 751
Other liabilities, net9,043
 7,654
Total liabilities337,574
 246,208
Commitments and contingencies(2)

 
EQUITY:   
Stockholders’ equity:   
Common stock, $0.001 par value; 98,000,000 shares authorized, 13,485,025 shares issued and outstanding as of September 30, 2017; 18,000,000 shares authorized, 10,024,875 shares issued and outstanding as of December 31, 201613
 10
Additional paid-in capital126,848
 90,082
Accumulated deficit(17,801) (13,402)
Total stockholders’ equity109,060
 76,690
Non-controlling interests in the Operating Partnership9,926
 11,087
Total equity118,986
 87,777
TOTAL LIABILITIES AND EQUITY$456,560
 $333,985

(1)
Refer to Note 6, “Related-Party Transactions,” for additional information.
(2)
Refer to Note 8, “Commitments and Contingencies,” for additional information.
The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except share and per-share data)
(Unaudited)
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
OPERATING REVENUES:
Lease revenue, net$13,989 $11,012 $41,907 $27,203 
Total operating revenues13,989 11,012 41,907 27,203 
OPERATING EXPENSES:
Depreciation and amortization3,909 3,419 12,010 8,952 
Property operating expenses287 536 1,525 1,939 
Base management fee1,078 862 3,159 2,741 
Incentive fee821 0 2,155 0 
Administration fee344 311 1,084 866 
General and administrative expenses419 447 1,462 1,465 
Total operating expenses6,858 5,575 21,395 15,963 
Credits to fees from Adviser0 0 0 (1,542)
Total operating expenses, net of credits to fees6,858 5,575 21,395 14,421 
OTHER INCOME (EXPENSE):
Other income323 62 1,668 937 
Interest expense(5,202)(4,401)(15,155)(11,396)
Dividends declared on Series A cumulative term preferred stock(458)(458)(1,375)(1,375)
Loss on dispositions of real estate assets, net(195)(134)(861)(154)
Property and casualty recovery, net1 17 68 10 
(Loss) income from investments in unconsolidated entities(19)0 7 0 
Total other expense, net(5,550)(4,914)(15,648)(11,978)
NET INCOME1,581 523 4,864 804 
Net loss (income) attributable to non-controlling interests(13)(6)(52)(9)
NET INCOME ATTRIBUTABLE TO THE COMPANY1,568 517 4,812 795 
Dividends declared on Series B cumulative redeemable preferred stock(2,238)(1,161)(6,604)(2,655)
Other charges related to Series B cumulative redeemable
preferred stock
(44)0 (44)0 
Dividends declared on Series C cumulative redeemable preferred stock(123)0 (145)0 
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS$(837)$(644)$(1,981)$(1,860)
LOSS PER COMMON SHARE:
Basic and diluted$(0.04)$(0.03)$(0.09)$(0.10)
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted21,991,291 20,763,615 21,558,859 19,154,744 

 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
OPERATING REVENUES:       
Rental revenue$6,561
 $4,467
 $18,302
 $12,388
Tenant recovery revenue3
 2
 8
 8
Total operating revenues6,564
 4,469
 18,310
 12,396
OPERATING EXPENSES:       
Depreciation and amortization2,051
 1,432
 5,123
 3,744
Property operating expenses257
 161
 747
 545
Acquisition-related expenses22
 123
 68
 243
Management fee(1)
523
 385
 1,446
 1,158
Incentive fee(1)
261
 22
 688
 181
Administration fee(1)
211
 184
 656
 575
General and administrative expenses374
 356
 1,208
 1,150
Total operating expenses3,699
 2,663
 9,936
 7,596
Credits to fees from Adviser(1)
(54) —
 (54) —
Total operating expenses, net of credits to fees3,645
 2,663
 9,882
 7,596
OPERATING INCOME2,919
 1,806
 8,428
 4,800
        
OTHER INCOME (EXPENSE):       
Other income4
 2
 190
 106
Interest expense(2,634) (1,554) (6,984) (4,297)
Distributions attributable to mandatorily-redeemable preferred stock(458) (219) (1,375) (219)
Loss on disposal of real estate asset(78) —
 (78) —
Total other expense(3,166) (1,771) (8,247) (4,410)
NET (LOSS) INCOME(247) 35
 181
 390
Plus (less) net loss (income) attributable to non-controlling interests26
 (3) (23) (16)
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY$(221) $32
 $158
 $374
(LOSS) EARNINGS PER COMMON SHARE:       
Basic and diluted$(0.02) $0.00
 $0.01
 $0.04
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:       
Basic and diluted12,271,925
 10,018,331
 11,512,968
 10,001,466

(1)
Refer to Note 6, “Related-Party Transactions,” for additional information.
The accompanying notes are an integral part of these condensed consolidated financial statements.

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (Continued)
(In thousands, except share and per-share data)
(Unaudited)
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
COMPREHENSIVE INCOME:
Net income attributable to the Company$1,568 $517 $4,812 $795 
Change in fair value related to interest rate hedging instruments95 (347)(1,331)(347)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY$1,663 $170 $3,481 $448 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
(Unaudited)
Three months ended September 30, 2020
 Series B Preferred StockSeries C Preferred StockCommon StockAdditional
Paid-in 
Capital		Accumulated
Other
Comprehensive
Loss		Distributions
in Excess of
Accumulated
Earnings		Total
Stockholders’
Equity		Non-
Controlling
Interests		Total
Equity
Number
of Shares		Par
Value		Number
of Shares		Par
Value		Number
of Shares		Par
Value
Balance at June 30, 20205,972,482 $6 130,702 $0 21,534,739 $22 $352,677 $(1,816)$(45,653)$305,236 $1,147 $306,383 
Redemptions of Series B Preferred Stock(16,417)0— — — — (327)— (44)(371)— (371)
Issuance of Series C Preferred Stock, net— — 289,528 0— — 6,563 — — 6,563 — 6,563 
Redemption of OP Units— — — — 144,151 0 2,291 — — 2,291 (2,291)0 
Issuance of common stock, net— — — — 526,016 08,392 — — 8,392 — 8,392 
Net income— — — — — — — — 1,568 1,568 13 1,581 
Dividends—Series B Preferred Stock and Series C Preferred Stock— — — — — — — — (2,361)(2,361)— (2,361)
Distributions—OP Units and common stock— — — — — — — — (2,967)(2,967)(2,967)
 Comprehensive income attributable to the Company— — — — — — — 95 — 95 — 95 
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership— — — — — — (1,131)— — (1,131)1,131 0 
Balance at September 30, 20205,956,065 $6 420,230 $0 22,204,906 $22 $368,465 $(1,721)$(49,457)$317,315 $0 $317,315 
Nine months ended September 30, 2020
 Series B Preferred StockSeries C Preferred StockCommon StockAdditional
Paid-in 
Capital		Accumulated
Other
Comprehensive
Loss		Distributions
in Excess of
Accumulated
Earnings		Total
Stockholders’
Equity		Non-
Controlling
Interests		Total
Equity
Number
of Shares		Par
Value		Number
of Shares		Par
Value		Number
of Shares		Par
Value
Balance at December 31, 20194,755,869$5 —$— 20,936,658$21 $315,770 $(390)$(38,785)$276,621 $2,349 $278,970 
Issuance of Series B Preferred Stock, net1,229,5311 —— —— 27,049 — — 27,050 — 27,050 
Redemptions of Series B Preferred Stock(29,335)0 —— —— (636)— (44)(680)— (680)
Issuance of Series C Preferred Stock, net—— 420,2300—— 9,526 — — 9,526 — 9,526 
Redemptions of OP Units—— —— 288,3030 4,383 — — 4,383 (4,383)0 
Issuance of common stock, net—— —— 979,9451 14,423 — — 14,424 — 14,424 
Net income—— —— —— — — 4,812 4,812 52 4,864 
Dividends—Series B Preferred Stock and Series C Preferred Stock—— —— —— — — (6,749)(6,749)— (6,749)
Distributions—OP Units and common stock—— —— —— — — (8,691)(8,691)(68)(8,759)
      Comprehensive loss attributable to the Company—— —— —— — (1,331)— (1,331)— (1,331)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership—— —— —— (2,050)— — (2,050)2,050 0 
Balance at September 30, 20205,956,065$6 420,230$0 22,204,906$22 $368,465 $(1,721)$(49,457)$317,315 $0 $317,315 
 Common Stock        
 
Number
of Shares
 Par Value 
Additional
Paid-in Capital
 
Accumulated
Deficit
 
Non-
Controlling
Interests
 
Total
Equity
Balance at December 31, 20159,992,941
 $10
 $86,892
 $(8,895) $—
 $78,007
Net income—
 —
 —
 374
 16
 390
Proceeds from issuance of common stock, net31,934
 —
 350
 —
 —
 350
Distributions—
 —
 —
 (3,676) (234) (3,910)
Issuance of OP Units as consideration in real estate acquisitions, net—
 —
 —
 —
 11,708
 11,708
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership—
 —
 2,133
 —
 (2,133) —
Balance at September 30, 201610,024,875
 $10
 $89,375
 $(12,197) $9,357
 $86,545
            
Balance at December 31, 201610,024,875
 $10
 $90,082
 $(13,402) $11,087
 $87,777
Net income—
 —
 —
 158
 23
 181
Proceeds from issuance of common stock, net3,410,150
 3
 38,420
 —
 —
 38,423
Distributions—
 —
 —
 (4,557) (568) (5,125)
Issuance of OP Units as consideration in real estate acquisitions, net—
 —
 —
 —
 —
 —
Redemption of OP Units50,000
 —
 404
 —
 (2,674) (2,270)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership—
 —
 (2,058) —
 2,058
 —
Balance at September 30, 201713,485,025
 $13
 $126,848
 $(17,801) $9,926
 $118,986


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



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Three Months Ended September 30, 2019
 Series B Preferred StockSeries C Preferred StockCommon StockAdditional
Paid-in 
Capital		Accumulated
Other
Comprehensive
Loss		Distributions
in Excess of
Accumulated
Earnings		Total
Stockholders’
Equity		Non-
Controlling
Interests		Total
Equity
Number
of Shares		Par
Value		Number
of Shares		Par
Value		Number
of Shares		Par
Value
Balance at June 30, 20192,636,068$3 —— 20,532,770$21 $263,249 $— $(31,919)$231,354 $— $231,354 
Issuance of Series B Preferred Stock, net831,5790 —— —— 18,517 — — 18,517 — 18,517 
Redemptions of Series B Preferred Stock(2,120)0 —— —— (48)— — (48)— (48)
Issuance of OP Units as consideration in real estate acquisitions, net—— —— —— — — — — 3,276 3,276 
Issuance of common stock, net—— —— 355,3050 3,996 — — 3,996 — 3,996 
Net income—— —— —— — — 517 517 6 523 
Dividends—Series B Preferred Stock and Series C Preferred Stock—— —— —— — — (1,161)(1,161)— (1,161)
Distributions—OP Units and common stock—— —— —— — — (2,781)(2,781)(39)(2,820)
Comprehensive loss attributable to the Company(347)— (347)(347)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership—— —— —— 848 — — 848 (848)0 
Balance at September 30, 20193,465,527$3 —$— 20,888,075$21 $286,562 $(347)$(35,344)$250,895 $2,395 $253,290 
Nine Months Ended September 30, 2019
 Series B Preferred StockSeries C Preferred StockCommon StockAdditional
Paid-in 
Capital		Accumulated
Other
Comprehensive
Loss		Distributions
in Excess of
Accumulated
Earnings		Total
Stockholders’
Equity		Non-
Controlling
Interests		Total
Equity
Number
of Shares		Par
Value		Number
of Shares		Par
Value		Number
of Shares		Par
Value
Balance at December 31, 20181,144,393$1 —— 17,891,340$18 $202,053 $— $(25,826)$176,246 $4,807 $181,053 
Issuance of Series B Preferred Stock, net2,330,6542 —— —— 51,975 — — 51,977 — 51,977 
Redemptions of Series B Preferred Stock(9,520)0 —— —— (214)— — (214)— (214)
Issuance of OP Units as consideration in real estate acquisitions, net—— —— — —— — — — — 3,276 3,276 
Redemption of OP Units—— —— 570,8791 4,714 — — 4,715 (4,715)0 
Issuance of common stock, net—— —— 2,425,8562 27,143 — — 27,145 — 27,145 
Net income—— —— —— — — 795 795 9 804 
Dividends—Series B Preferred Stock and Series C Preferred Stock—— —— —— — — (2,655)(2,655)— (2,655)
Distributions—OP Units and common stock—— —— —— — — (7,658)(7,658)(91)(7,749)
Comprehensive loss attributable to the Company(347)— (347)— (347)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership—— —— —— 891 — — 891 (891)0 
Balance at September 30, 20193,465,527$3 —$— 20,888,075$21 $286,562 $(347)$(35,344)$250,895 $2,395 $253,290 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Nine Months Ended September 30,
 20202019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$4,864 $804 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization12,010 8,952 
Amortization of debt issuance costs559 461 
Amortization of deferred rent assets and liabilities, net(212)(226)
Amortization of right-of-use asset from operating leases and operating lease liabilities, net(12)(18)
Income from investments in unconsolidated entities(7)0 
Bad debt expense12 24 
Loss on dispositions of real estate assets, net861 154 
Property and casualty recovery, net(68)(10)
Changes in operating assets and liabilities:
Other assets, net(3,192)281 
Accounts payable and accrued expenses and Due to related parties, net(1,663)(1,586)
Other liabilities, net(1,559)5,066 
Net cash provided by operating activities11,593 13,902 
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of new real estate assets(64,658)(200,676)
Capital expenditures on existing real estate assets(10,725)(8,974)
Proceeds from dispositions of real estate assets247 0 
Change in deposits on real estate acquisitions, net(550)(300)
Insurance proceeds received capitalized as real estate additions66 0 
Net cash used in investing activities(75,620)(209,950)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred and common equity55,231 86,070 
Offering costs(3,636)(6,551)
Redemption of Series B Preferred Stock(681)(213)
Borrowings from mortgage notes and bonds payable20,781 120,399 
Repayments of mortgage notes and bonds payable(10,599)(7,686)
Borrowings from lines of credit19,000 22,900 
Repayments of lines of credit(7,500)(18,900)
Payments of financing fees(497)(738)
Dividends paid on cumulative redeemable preferred stock (Series B and Series C)(6,546)(2,222)
Distributions paid on common stock(8,691)(7,658)
Distributions paid to non-controlling interests in Operating Partnership(68)(91)
Payment of contingent consideration0 0 
Net cash provided by financing activities56,794 185,310 
NET DECREASE IN CASH AND CASH EQUIVALENTS(7,233)(10,738)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD13,688 14,730 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$6,455 $3,992 
  For the Nine Months Ended September 30,
  2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $181
 $390
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 5,123
 3,744
Amortization of deferred financing costs 366
 135
Amortization of deferred rent assets and liabilities, net (189) (129)
Allowance for doubtful accounts —
 72
Loss on disposal of real estate asset 78
 —
Changes in operating assets and liabilities:    
Other assets 492
 (153)
Accounts payable, accrued expenses, and due to related parties 541
 (273)
Other liabilities 1,079
 4,126
Net cash provided by operating activities 7,671
 7,912
CASH FLOWS FROM INVESTING ACTIVITIES:    
Acquisition of new real estate (120,985) (69,174)
Capital expenditures on existing real estate (3,438) (10,126)
Proceeds from sale of real estate —
 156
Change in deposits on real estate acquisitions and investments, net (865) (617)
Net cash used in investing activities (125,288) (79,761)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from issuance of equity 40,421
 360
Offering costs (1,962) (242)
Payment for redemption of OP Units (2,270) —
Borrowings from mortgage notes and bonds payable 104,590
 28,953
Repayments on mortgage notes and bonds payable (4,663) (2,606)
Borrowings from lines of credit 52,500
 44,700
Repayments on lines of credit (63,950) (22,300)
Proceeds from issuance of mandatorily-redeemable preferred stock —
 28,750
Payment of financing fees (604) (1,292)
Distributions paid on common stock (4,557) (3,676)
Distributions paid to non-controlling interests in Operating Partnership (568) (234)
Payment of contingent consideration —
 (700)
Net cash provided by financing activities 118,937
 71,713
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,320
 (136)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,438
 2,533
CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,758
 $2,397
NON-CASH INVESTING AND FINANCING INFORMATION:    
Issuance of non-controlling interests in operating partnership in conjunction with acquisitions $—
 $11,763
Real estate additions included in Other assets 15
 —
Real estate additions included in Accounts payable, accrued expenses, and due to related parties 1,140
 390
Loss on disposal of real estate asset included in Accounts payable, accrued expenses, and due to related parties 23
 —
Real estate additions included in Other liabilities 506
 809
Common stock offering and OP Unit issuance costs included in Accounts payable, accrued expenses, and due to related parties 237
 31
Financing fees included in Accounts payable, accrued expenses, and due to related parties 54
 59


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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands)
(Unaudited)
 For the Nine Months Ended September 30,
 20202019
NON-CASH OPERATING, INVESTING, AND FINANCING INFORMATION:
Issuance of non-controlling interests in Operating Partnership in conjunction with acquisitions$0 $3,290 
 Operating lease right-of-use assets0 188 
 Operating lease liabilities0 171 
Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net5,363 1,397 
Loss on dispositions of real estate assets, net included in Accounts payable and accrued expenses and Due to related parties, net0 119 
Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net0 35 
Financing fees included in Accounts payable and accrued expenses and Due to related parties, net16 14 
 Lender holdback on loan issuance0 498 
 Unrealized loss related to interest rate hedging instrument(1,721)(347)


The accompanying notes are an integral part of these condensed consolidated financial statements.
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GLADSTONE LAND CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BUSINESS AND ORGANIZATION
Business and Organization
Gladstone Land Corporation (the "Company"“Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been previously re-incorporated in Delaware on May 25, 2004, and having been originally incorporated in California on June 14, 1997. Upon the pricing of our initial public offering on January 29, 2013, our shares of common stock began trading on the Nasdaq Stock Market, LLC (“Nasdaq”), under the symbol “LAND.” We are primarily in the business of owning and leasing farmland, and we conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership. The Company owned 91.7% and 87.4%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 interestsinterest in the Operating Partnership ("(“OP Units"Units”) as, the financial position and results of operations of the Operating Partnership are consolidated within our financial statements. As of September 30, 2017,2020, and December 31, 2016,2019, the Company owned 100.0% and approximately 98.6%, respectively, of the outstanding OP Units (see Note 7, "Equity,"8, “Equity,” for additional discussion regarding OP Units). In addition, we have elected for
Gladstone Land Advisers, Inc. ("(“Land Advisers"Advisers”), a Delaware corporation and a wholly-owned subsidiary of ours, was created to collect certain non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations. We have elected for Land Advisers to be taxedtreated as a taxable REIT subsidiary ("TRS"(“TRS”). of ours. 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.
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. Our Adviser and Administrator are both affiliates of ours (see Note 6, "Related-Party“Related-Party Transactions",” for additional discussion regarding our Adviser and Administrator).
All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Information
Our interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of our management, all adjustments consisting(consisting solely of normal recurring accruals,accruals) necessary for the fair statement of financial statements for the interim period have been included. The interim financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016,2019, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 201719, 2020 (the “Form 10-K”). The results of operations for the three and nine months ended September 30, 2017,2020, 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. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, including the impact of extraordinary events, such as the novel coronavirus (“COVID-19”) pandemic, the results of which form the basis for making certain judgments. Actual results couldmay materially differ from these estimates.
Impairment of Real Estate Assets
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We account for the impairment of our tangible and identifiable intangible real estate assets in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment” (“ASC 360”), which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including proceeds from disposition, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the property.
We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those estimates.select properties that have an indication of impairment. As of September 30, 2020, and December 31, 2019, we concluded that NaN of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception.
Income Taxes
We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, we generally are not subject to federal corporate income taxes on amounts that we distribute to our stockholders (except income from any foreclosure property), provided that, on an annual basis, we distribute at least 90% of our REIT taxable income (excluding net capital gains) to our stockholders and meet certain other conditions. As such, in general, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any. For the tax year ended December 31, 2019 and for the nine months ended September 30, 2020, we did not have any undistributed REIT taxable income, nor was there any taxable income or loss from Land Advisers. Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes,” using the asset and liability method.
Reclassifications
Certain line itemsinformation on the accompanying Condensed Consolidated StatementBalance Sheet as of Operations and Condensed Consolidated Statement of Cash Flows for the three and nine months ended September 30, 2016, haveDecember 31, 2019, has been reclassified to conform to the current period’s presentation. These reclassifications had no impact on previously-reported stockholders’ equity, net income, or net change in cash and cash equivalents.
Non-controlling Interests
Non-controlling interests are interests in the Operating Partnership not owned by us. We evaluate whether non-controlling interests are subject to redemption features outside of our control. As of both September 30, 2017, and December 31, 2016, the non-controlling interests in the Operating Partnership are redeemable at the option of the holder for cash or, at our election, shares of our common stock and thus are reported in the equity section of the accompanying Condensed Consolidated Balance Sheet but separate from stockholders’ equity. The amounts reported for non-controlling interests on the accompanying Condensed Consolidated Statement of Operations represent the portion of income from the Operating Partnership not attributable to us. At the end of each reporting period, we determine the amount of equity (at book value) that is allocable to

non-controlling interests based upon the respective ownership interests. To reflect the non-controlling interests' equity interest in the Company, an adjustment is made to non-controlling interests, with a corresponding adjustment to paid-in capital, as reflected on the accompanying Condensed Consolidated Statements of Equity.
Critical Accounting Policies
The preparation of financial statements in accordance with GAAP requires management to make judgments that are subjective in order to make certain estimates and assumptions, and our application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties. A summary of our significant accounting policies is provided in Note 2 to our consolidated financial statements included in our Form 10-K. There were no material changes to our significant accounting policies during the nine months ended September 30, 2017.
Recently-Issued Accounting Pronouncements
In May 2014,June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, "Revenue2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair market value through net income. The standard also requires that financial assets measured at amortized cost be presented at the net amount anticipated to be collected via an allowance for credit losses that is deducted from Contracts with Customers (Topic 606)" ("the amortized cost basis. Pursuant to ASU 2014-09"), which was amended in each2016-13, we are required to measure all expected credit losses based upon historical experience, current conditions, and reasonable (and supportable) forecasts that affect the collectability of March, April, May, and December of 2016.the financial asset. We adopted ASU 2014-09, as amended, supersedes or replaces nearly all GAAP revenue recognition guidance and establishes a new, control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and will expand disclosures about revenue. As deferred by the FASB in July 2015, ASU 2014-09, as amended, is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those years. We will adopt this guidance for our annual and interim periods beginning2016-13 on January 1, 2018,2020, and expect to use the modified retrospective method, under which the cumulative effect of initially applying the guidance is recognized at the date of initial application. We doits adoption has not expect ASU 2014-09 to havehad a material impact on our results of operations orconsolidated financial condition, as the primary impact of this update is related to common area maintenance and other material tenant reimbursements, whereas the majority of our revenue is from rental income pursuant to net-lease agreements, with very little being attributed to tenant recoveries.statements.
In February 2016,March 2020, the FASB issued ASU 2016-02, “Leases2020-04, “Reference Rate Reform (Topic 842): An Amendment of the FASB Accounting Standards Codification”848)” (“ASU 2016-02”2020-04”). The new standard requires lesseesmain provisions of this update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to apply a dual approach, classifying leases as either finance or operating leases based on the principlebe discontinued because of whether or not the leasereference rate reform. ASU 2020-04 is effectively a financed purchase by the lessee, which classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis, respectively, over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a termentities as of greater thanMarch 12, months, regardless of the classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.2020. We adopted ASU 2016-02 supersedes the previous leasing standard, Accounting Standards Codification ("ASC") 840, “Leases,” and is effective2020-04 on January 1, 2019, with early2020, and its adoption permitted. We expecthas not resulted in a material impact to our legal expenses (included in General and administrative expenses on our Condensed Consolidated Statements of Operations) to increase marginally, as the new standard requires us to expense indirect leasing costs that were previously capitalized; however, we do not expect ASU 2016-02 to materially impact our condensed consolidated financial statements, as we currently only have two operating ground lease arrangements with terms greater than one yearASU 2020-04 allows for which weprospective application of any changes in the effective interest rate for LIBOR-based debt and also provides for practical expedients that will allow us to continue to treat our derivative instruments designed as cash flow hedges consistent to how they are the lessee.accounted for now.
In August 2016,April 2020, the FASB issued ASU 2016-15, "Statementa staff question-and-answer document, “Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of Cash Flows (Topic 230): Classificationthe COVID-19 Pandemic” (the “COVID-19 Q&A”), to address certain frequently-asked questions pertaining to lease concessions arising from the effects of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), which clarifies howthe COVID-19 pandemic. Existing lease guidance requires entities should classify certain cash receipts and cash payments on the statementto determine if a lease concession was a result of cash flows,a new arrangement reached with the objective of reducingtenant (which would be addressed under the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing diversitylease agreement (which would not fall under the lease modification accounting framework). The COVID-19 Q&A clarifies that entities may elect to not evaluate whether lease-related relief granted in practice related to certain cash flow issues. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We will adopt this guidance for our annual and interim periods beginning January 1, 2018. We do not expect the adoption of ASU 2016-15 to have a material impact on our condensed consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted cash (a consensuslight of the FASB Emerging Issues Task Force)" ("ASU 2016-18"), which requireseffects of COVID-19 is a lease modification, provided that the statementconcession does not result in a substantial increase in rights of cash flows to explain the change during lessor or obligations of
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the periodlessee. This election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract. In July 2020, we granted rent deferrals to 2 tenants who owed aggregate rents of cash, cash equivalents, and amounts described as restricted cash or restricted cash equivalents. Under ASU 2016-18, amounts described as restricted cash and restricted cash equivalents will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for us beginning January 1, 2018, with early adoption permitted. We do not expect the adoption of ASU 2016-18 to have a material impact on our condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business" ("ASU 2017-01"),approximately $343,000, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions and disposals. ASU 2017-01 is effective for

annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2017-01, effective October 1, 2016, and, as a result of our early adoption, all of our farmland acquisitions since our adoption have been treated as asset acquisitions under ASC 360, which has resulted in a lower amount of acquisition-related costs being expensed on our condensed consolidated statements of operations, as the majority of those costs have been capitalized and included as part of the fair value allocation of the respective purchase prices. We anticipate that the majority of our future acquisitions will continuewas originally scheduled to be treated as asset acquisitionspaid on July 1, 2020. The agreements with these tenants provide for extensions of up to 123 days, extending the new due dates for these rental payments to be on or before November 1, 2020. These rental payments were collected in full subsequent to September 30, 2020. We did not elect to evaluate these lease amendments under ASC 360, resulting in similar treatment of acquisition-related costs.the lease modification accounting framework.
NOTE 3. REAL ESTATE AND INTANGIBLE ASSETS
All of our farmsproperties are ownedwholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about our 72the 123 farms we owned as of September 30, 20172020 (dollars in thousands, except for footnotes):
LocationNo. of FarmsTotal
Acres		Farm Acres
Net Cost Basis(1)
Encumbrances(2)
California(3)
4617,95416,660$467,464 $275,844 
Florida2320,77016,256210,427 130,667 
Arizona(4)
66,2805,22859,216 22,097 
Colorado1232,77325,57748,583 31,406 
Nebraska97,7827,05030,744 19,331 
Michigan1596268212,105 7,619 
Texas13,6672,2198,346 5,173 
Washington17464177,895 4,909 
Maryland47596936,316 3,728 
Oregon34183636,163 3,999 
North Carolina23102952,255 1,206 
Delaware11801401,276 753 
12392,60175,580$860,790 $506,732 
Location No. of Farms Total Acres Farm Acres 
Net Cost Basis(1)
 
Encumbrances(2)
California 27 7,921 7,156 $202,181
 $145,819
Florida 17 11,225 9,027 117,549
 76,072
Colorado 9 30,170 23,257 41,812
 24,686
Arizona(3)
 6 6,280 5,228 40,570
 23,166
Oregon 4 2,313 2,003 19,755
 12,528
Nebraska 2 2,559 2,101 10,667
 6,602
Washington 1 746 417 9,525
 5,460
Michigan 4 270 183 2,965
 1,602
North Carolina 2 310 295 2,308
 1,301
  72 61,794 49,667 $447,332
 $297,236
(1)Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Specifically, includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values, lease incentives, and investments in special-purpose LLCs included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Condensed Consolidated Balance Sheets.
(1)
(2)Excludes approximately $3.2 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.
(3)Includes ownership in a special-purpose LLC that owns a pipeline conveying water to one of our properties. As of September 30, 2020, this investment had a net carrying value of approximately $874,000 and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.
(4)Includes 2 farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these 2 farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $1.7 million as of September 30, 2020 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values included in Other assets; and less net below-market lease values and deferred revenue included in Other liabilities, each as shown on the accompanying Condensed Consolidated Balance Sheet.
(2)
Excludes approximately $1.9 million of deferred financing costs related to mortgage notes and bonds payable included in Mortgage notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.
(3)
Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had a net cost basis of approximately $3.3 million as of September 30, 2017 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2017,2020, and December 31, 20162019 (dollars in thousands):
 September 30, 2017 December 31, 2016September 30, 2020December 31, 2019
Real estate:    Real estate:
Land and land improvements $356,015
 $265,985
Land and land improvements$632,178 $583,247 
Irrigation systems 48,750
 33,969
Buildings 17,790
 14,671
Irrigation and drainage systemsIrrigation and drainage systems121,826 108,222 
Horticulture 30,967
 17,759
Horticulture120,684 107,941 
Other improvements 6,244
 4,993
Real estate, at cost 459,766
 337,377
Farm-related facilitiesFarm-related facilities21,879 20,665 
Other site improvementsOther site improvements7,245 7,180 
Real estate, at gross costReal estate, at gross cost903,812 827,255 
Accumulated depreciation (15,376) (11,066)Accumulated depreciation(45,059)(35,174)
Real estate, net $444,390
 $326,311
Real estate, net$858,753 $792,081 
Real estate depreciation expense on these tangible assets was approximately $1.7$3.6 million and $4.4$10.6 million for the three and nine months ended September 30, 2017,2020, respectively, and $1.2approximately $3.0 million and $3.2$7.8 million for the three and nine months ended September 30, 2016,2019, respectively.
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Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of September 30, 2017,2020, and December 31, 2016,2019, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.2$2.0 million and $1.8$2.2 million, respectively. We recorded both depreciation expense and additional rentallease revenue related to these tenant improvements of approximately $61,000$76,000 and $150,000 for the

three and nine months ended September 30, 2017, respectively, and $31,000 and $98,000$228,000 for the three and nine months ended September 30, 2016,2020, respectively, and approximately $72,000 and $218,000 for the three and nine months ended September 30, 2019, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2017,2020, and December 31, 20162019 (dollars in thousands):
September 30, 2020December 31, 2019
Lease intangibles:
Leasehold interest – land$3,498 $3,498 
In-place leases1,881 2,293 
Leasing costs1,565 2,066 
Tenant relationships180 414 
Lease intangibles, at cost7,124 8,271 
Accumulated amortization(3,498)(3,444)
Lease intangibles, net$3,626 $4,827 
  September 30, 2017 December 31, 2016
Lease intangibles:    
Leasehold interest – land $3,498
 $—
In-place leases 1,523
 1,481
Leasing costs 1,511
 1,086
Tenant relationships 439
 706
Lease intangibles, at cost 6,971
 3,273
Accumulated amortization (1,175) (1,273)
Lease intangibles, net $5,796
 $2,000
Total amortization expense related to these lease intangible assets, including amounts charged to amortization expense due to early lease terminations, was approximately $390,000$294,000 and $739,000$1.4 million for the three and nine months ended September 30, 2017,2020, respectively, and $207,000approximately $460,000 and $582,000$1.1 million for the three and nine months ended September 30, 2016,2019, respectively. See below, under “Significant Existing Real Estate Activity—Leasing Activity—Lease Termination” for further discussion of this lease termination.
The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, andnet or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2017,2020, and December 31, 20162019 (dollars in thousands).:
 September 30, 2020December 31, 2019
Intangible Asset or LiabilityDeferred
Rent Asset
(Liability)		Accumulated
(Amortization)
Accretion		Deferred
Rent Asset
(Liability)		Accumulated
(Amortization)
Accretion
Above-market lease values and lease incentives(1)
$255 $(135)$111 $(41)
Below-market lease values and other deferred revenue(2)
(943)335 (886)257 
$(688)$200 $(775)$216 
  September 30, 2017 December 31, 2016
Intangible Asset or Liability 
Deferred
Rent Asset
(Liability)
 
Accumulated
(Amortization)
Accretion
 
Deferred
Rent Asset
(Liability)
 
Accumulated
(Amortization)
Accretion
Above-market lease values and lease incentives(1)
 $46
 $(21) $19
 $(14)
Below-market lease values and deferred revenue(2)
 (823) 108
 (785) 61
  $(777) $87
 $(766) $47
(1)Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Condensed Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(1)
(2)Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Above-market lease values and lease incentives are included as part of Other assets in the accompanying Condensed Consolidated Balance Sheets, and the related amortization is recorded as a reduction of rental income.
(2)
Below-market lease values and deferred revenue are included as a part of Other liabilities in the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to rental income.
Total amortization related to above-market lease values and lease incentives was approximately $4,000$32,000 and $7,000$94,000 for the three and nine months ended September 30, 2017,2020, respectively, and $2,000approximately $31,000 and $5,000$97,000 for the three and nine months ended September 30, 2016,2019, respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $17,000$28,000 and $47,000$78,000 for the three and nine months ended September 30, 2017,2020, respectively, and $9,000approximately $46,000 and $24,000$123,000 for the three and nine months ended September 30, 2016,2019, respectively.
Acquisitions
Until our adoption of ASU 2017-01, which clarified the definition of a business, certain acquisitions during the prior-year period were accounted for as business combinations in accordance with ASC 805, as there was a prior leasing history on the property. As such, the fair value of all assets acquired and liabilities assumed were determined in accordance with ASC 805, and all acquisition-related costs were expensed as incurred, other than those costs directly related to reviewing or assigning leases that we assumed upon acquisition, which were capitalized as part of leasing costs. Upon our early adoption of ASU 2017-01, effective October 1, 2016, most acquisitions, including those with a prior leasing history, are now generally treated as an asset acquisition under ASC 360. For acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs were capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired, other than those costs that directly related to originating new leases we executed upon acquisition, which were capitalized as part of leasing costs.
In addition, total consideration for acquisitions may include a combination of cash and equity securities, such as OP Units. When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition.

20172020 Acquisitions
During the nine months ended September 30, 2017,2020, we acquired 1412 new farms, in seven separate transactions, which are summarized in the table below (dollars in thousands, except for footnotes).:
13
Table of Contents
Property
Name
 
Property
Location
 
Acquisition
Date
 
Total
Acreage
 
No. of
Farms
 
Primary
Crop(s)
 
Lease
Term(1)
 
Renewal
Options
 
Total
Purchase
Price
 
Acquisition
Costs(2)
 
Annualized
Straight-line
Rent(3)
 
New
Long-term
Debt
Citrus Boulevard Martin, FL 1/12/2017 3,748 1 Organic Vegetables 7.0 years 3 (5 years) $54,000
 $80
 $2,926
 $32,400
Spot Road(4)
 Yuma, AZ 6/1/2017 3,280 4 Melons and Alfalfa Hay 8.6 years 1 (10 years) & 1 (2 years) 27,500
 88
 1,673
 15,300
Poplar Street Bladen, NC 6/2/2017 310 2 Organic Blueberries 9.6 years 1 (5 years) 2,169
 49
 122
(5) 
1,301
Phelps Avenue Fresno, CA 7/17/2017 847 4 Pistachios and Almonds 10.3 years 1 (5 years) 13,603
 43
 681
(5) 
8,162
Parrot Avenue(6)
 Okeechobee, FL 8/9/2017 1,910 1 Misc. Vegetables 0.5 years None 9,700
 64
 488
 5,820
Cat Canyon Road(7)
 Santa Barbara, CA 8/30/2017 361 1 Wine Grapes 9.8 years 2 (5 years) 5,375
 67
 322
 3,225
Oasis Road Walla Walla, WA 9/8/2017 746 1 Apples, Cherries, and Wine Grapes 6.3 years None 9,500
 45
 480
(5) 
5,460
      11,202 14       $121,847
 $436
 $6,692
 $71,668
Property
Name		Property
Location		Acquisition
Date		Total
Acres		No. of
Farms		Primary
Crop(s)		Lease
Term		Renewal
Options		Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
New
Long-term
Debt
County Road 18Phillips, CO1/15/20201,3252Sugar beets, edible beans, potatoes, & corn6.0 yearsNone$7,500 $39 $417 $4,500 
Lamar ValleyChase, NE5/7/20206781Potatoes, edible beans, & corn6.7 years2 (5 years)3,500 42 204 2,100 
Driver Road(3)
Kern, CA6/5/20205901Pecans4.7 years2 (10 years)14,169 52 784 8,500 
Mt. HermonWicomico & Caroline, MD, and Sussex, DE8/31/20209395Sod & vegetables10.0 years2 (5 years)7,346 211 432 4,481 
Firestone Avenue(4)(5)(6)
Fresno, CA9/3/20202,5343Pistachios and misc. organic & conventional vegetables1.2 years2 (5 years)31,833 74 1,734 0 
6,06612$64,348 $418 $3,571 $19,581 
(1)
(1)Includes approximately $38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)The lease provides for an initial term of 14.7 years and includes 6 tenant termination options throughout the initial term. The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(4)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(5)Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(6)In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
Where more than one lease was assumed or executed, represents the weighted-average lease term on the property.
(2)
Unless noted otherwise, acquisitions were accounted for as asset acquisitions under ASC 360.
(3)
Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.
(4)
Includes two farms (1,368 total acres) acquired through a leasehold interest, with the State of Arizona as the lessor. These state leases expire in February 2022 (485 total acres) and February 2025 (883 total acres). In addition, in connection with the acquisition of this property, we assumed four in-place leases with us as the lessor or sublessor. Three of these leases are agricultural leases, with one lease expiring on June 30, 2019, and two leases expiring on September 15, 2026. The fourth lease is a residential lease that expires on September 30, 2019. If either of the state leases is not renewed upon its expiration, the subleases on the respective acreage shall terminate automatically.
(5)
Leases also provide for a variable rent component based on the gross crop revenues earned on the property. The figures above represent only the minimum cash rents guaranteed under the respective leases.
(6)
In connection with the acquisition of this property, we executed a 6-year, follow-on lease with a new tenant that begins upon the expiration of the 7-month lease assumed at acquisition. The follow-on lease includes two, 6-year extension options and provides for minimum annualized straight-line rents of approximately $542,000. In addition, in connection with the execution of the follow-on lease, we committed to providing up to $1.0 million of capital for certain irrigation and property improvements. As stipulated in the follow-on lease, we will earn additional rent income on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year's minimum cash rent per the follow-on lease).
(7)
In connection with the acquisition of this property, we committed up to $4.0 million of capital to fund the development of additional vineyard acreage on the property. As stipulated in the lease agreement, we will earn additional rental income on the total cost of the project as the capital is disbursed by us at rates specified in the lease.
During the three and nine months ended September 30, 2017, in the aggregate,2020, we recognized operating revenueslease revenue of approximately $1.5 million$527,000 and $3.0 million,$808,000, respectively, and earningsnet income of approximately $341,000$253,000 and $1.2 million,$448,000, respectively, related to the above acquisitions.


20162019 Acquisitions
During the nine months ended September 30, 2016,2019, we acquired 1320 new farms, in seven separate transactions, which are summarized in the table below (dollars in thousands, except for footnotes).:
Property
Name		Property
Location		Acquisition
Date		Total
Acres		No. of
Farms		Primary
Crop(s) / Use		Lease
Term		Renewal
Options		Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
New
Long-term
Debt
Somerset RoadLincoln, NE1/22/20196951Popcorn & edible beans4.9 years1 (5 years)$2,400 $33 $126 $1,440 
Greenhills Boulevard(3)
Madera, CA4/9/20199281Pistachios10.6 years2 (5 years)28,550 141 1,721 17,130 
Van Buren TrailVan Buren, MI5/29/20191592Blueberries & cranberries10.6 years2 (5 years)2,682 26 206 1,609 
Blue Star HighwayAllegran & Van Buren, MI6/4/20193578Blueberries10.6 years2 (5 years)5,100 30 390 3,060 
Yolo County Line RoadYolo, CA6/13/20195421Olives for olive oil14.6 years1 (5 years)9,190 68 624 5,514 
San Juan Grade Road(4)
Monterey, CA7/11/20193241Strawberries & vegetables0.3 yearsNone9,000 68 632 5,400 
West Citrus Boulevard(5)
Martin, FL7/22/20193,5861Water retention8.4 years2 (10 years)57,790 516 3,696 37,700 
Sutter Avenue (Phase I)(3)(6)
Fresno, CA8/16/20191,0111Pistachios8.2 years2 (5 years)33,000 146 2,106 16,500 
Las Posas Road(7)
Ventura, CA8/28/20194133Sod & vegetables3.3 years1 (2 years)21,320 111 1,283 12,792 
Withers Road(8)
Napa, CA8/29/20193661Wine grapes10.3 years2 (10 years)32,000 84 2,256 19,254 
8,38120$201,032 $1,223 $13,040 $120,399 
(1)Includes approximately $63,000 of external legal fees associated with negotiating and originating the lease associated with this acquisition, which cost was expensed in the period incurred.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
14
Table of Contents
Property
Name		 Property
Location		 Acquisition
Date		 Total
Acreage		 No. of
Farms		 Primary
Crop(s)		 Lease
Term		 Renewal
Options		 Total
Purchase
Price		 Acquisition
Costs		 
Annualized
Straight-line
Rent(1)
 Net
Long-term
Debt Issued
Gunbarrel Road (2)
 Saguache, CO 3/3/2016 6,191 3 Organic Potatoes 5 years 1 (5 years) $25,736
 $119
(3) 
$1,591
 $15,531
Calaveras Avenue Fresno, CA 4/5/2016 453 1 Pistachios 10 years 1 (5 years) 15,470
 39
(4) 
774
(5) 
9,282
Orange Avenue St. Lucie, FL 7/1/2016 401 1 Vegetables 7 years 2 (7 years) 5,100
 38
(4) 
291
 3,120
Lithia Road Hillsborough, FL 8/11/2016 72 1 Strawberries 5 years None 1,700
 38
(3) 
97
 1,020
Baca County(6)
 Baca, CO 9/1/2016 7,384 5 Grass Hay
and Alfalfa		 4 years 1 (5 years) 6,323
 73
(4) 
384
 —
Diego Ranch(7)
 Stanislaus, CA 9/14/2016 1,357 1 Almonds 3 years 3 (5 years) & 1 (3 years) 13,997
 64
(3) 
621
 —
Nevada Ranch Merced, CA 9/14/2016 1,130 1 Almonds 3 years 3 (5 years) & 1 (3 years) 13,232
 42
(3) 
574
 —
      16,988 13       $81,558
 $413
 $4,332
 $28,953
(4)In connection with the acquisition of this property, we executed a six-year, follow-on lease with a new tenant that will commence upon the expiration of the four-month lease executed on the date of acquisition. The follow-on lease includes 1, four-year extension option and provides for minimum annualized straight-line rents of approximately $606,000. In connection with the follow-on lease, we committed to provide up to $100,000 for certain irrigation improvements on the property.
(1)
(5)As partial consideration for the acquisition of this property, we issued 288,303 OP Units, constituting an aggregate fair value of approximately $3.3 million as of the acquisition date.
(6)In connection with the acquisition of this property, we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to an 11.75% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
(7)In connection with this acquisition, we executed 2 separate lease agreements with 2 different, unrelated third-party tenants. The lease term of 3.3 years represents the weighted-average term of the 2 leases. In addition, pursuant to one of these lease agreements, we committed to provide up to $1.0 million for certain irrigation improvements on the property.
(8)In connection with the acquisition of this property, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property. Subject to such approval, we also committed to contribute up to $40,000 per approved acre for the development of such vineyards. As provided for in the lease, we will earn additional rent on all of the aforementioned costs, if any, incurred by us. See below, under “Significant Existing Real Estate Activity—Property Add-on” for additional information on the subsequent approval of additional vineyard plantings.

Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.
(2)
As partial consideration for the acquisition of this property, we issued 745,879 OP Units, constituting an aggregate fair value of approximately $6.5 million as of the acquisition date. We incurred $25,500 of legal costs in connection with the issuance of these OP Units.
(3)
Acquisition accounted for as a business combination under ASC 805. In aggregate, $9,520 of these costs were direct leasing costs incurred in connection with these acquisitions.
(4)
Acquisition accounted for as an asset acquisition under ASC 360.
(5)
Leases provide for a variable rent component based on the gross crop revenues earned on the property. The figures above represent only the minimum cash rents guaranteed under the respective leases.
(6)
As partial consideration for the acquisition of this property, we issued 125,677 OP Units, constituting an aggregate fair value of approximately $1.5 million as of the acquisition date. We incurred approximately $8,235 of legal costs in connection with the issuance of these OP Units.
(7)
As partial consideration for the acquisition of this property, we issued 343,750 OP Units, constituting an aggregate fair value of approximately $3.9 million as of the acquisition date. We incurred approximately $21,710 of legal costs in connection with the issuance of these OP Units.
During the three and nine months ended September 30, 2016, in the aggregate,2019, we recognized operating revenues of approximately $770,000$2.2 million and $1.5$2.8 million, respectively, and losses ofnet income of approximately $42,000$574,000 and $196,000,$793,000, respectively, related to the above acquisitions (which loss figures include approximately $128,000 and $229,000, respectively, of non-recurring acquisition-related costs).acquisitions.
Purchase Price Allocations
The allocation of the aggregate purchase price for the farms acquired during each of the nine months ended September 30, 20172020 and 20162019 is as follows (dollars in thousands):
Assets (Liabilities) Acquired2020 Acquisitions2019 Acquisitions
Land and Land Improvements$44,154 $138,253 
Irrigation & Drainage Systems7,250 17,789 
Horticulture12,245 41,746 
Farm-related Facilities189 2,013 
Other Site Improvements0 358 
In-Place Leases101 560 
Leasing Costs133 118 
Above-market Lease Values(1)
54 0 
Below-market Lease Values(2)
(58)(85)
Investment in LLC(1)
280 280 
Total Purchase Price$64,348 201,032 
(1)Included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
(2)Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets.
Significant Existing Real Estate Activity
Property Add-on
In connection with the acquisition of Withers Road, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property by February 25, 2020 (the “Permit Deadline”). In addition, if approval was obtained, we also committed to contribute up to $40,000 per approved acre for the development of such vineyards. While approval of the additional plantings was not received from the County of Napa by the Permit Deadline, in March 2020, we executed an agreement with the tenant on Withers Road to extend the Permit Deadline until August 24, 2020.
In April 2020, we received notification from the County of Napa informing us that it had approved of additional vineyard plantings on 38.7 acres of the property. As such, in May 2020, we paid additional compensation related to this acquisition of approximately $3.2 million. As a result, and pursuant to a lease amendment, we will earn additional straight-line rental income of approximately $335,000 per year throughout the remaining term of the lease, which expires on December 31, 2029. We will also earn additional rent on any of the aforementioned development costs as they are incurred by us.
Leasing Activity
15
Table of Contents
Acquisition Period 
Land and
Land
Improvements
 Buildings 
Irrigation
System
 
Other
Improvements
 Horticulture 
Leasehold
Interest –
Land
 
In-place
Leases
 
Leasing
Costs
 Net Below-Market Leases 
Total
Purchase
Price
2017 Acquisitions $89,614
 $2,804
 $11,534
 $824
 $12,611
 $3,488
 487
 $508
 $(23) $121,847
2016 Acquisitions 59,038
 3,691
 4,952
 2,079
 11,431
 —
 501
 448
 (582) 81,558

Acquired Intangibles and Liabilities
The following table shows the weighted-average amortization period, in years, for the intangible assets acquired and liabilities assumed in connection with new real estate acquiredsummarizes certain leasing activity that occurred on our existing properties during the nine months ended September 30, 20172020 (dollars in thousands):
PRIOR LEASES
NEW LEASES(1)
Farm
Locations		Number
of
Leases		Total
Farm
Acres
Total
Annualized
Straight-line
Rent(2)
# of Leases
with
Participation
Rents
Lease
Structures
(# of NNN
/ NN / N)(3)
Total
Annualized
Straight-line
Rent(2)
Wtd. Avg.
Term
(Years)		# of Leases
with
Participation
Rents
Lease
Structures
(# of NNN
/ NN / N)(3)
AZ, CA, FL, & NE147,141$6,420 38 / 4 / 2$6,554 649 / 5 / 0
(1)In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and 2016:
Contingencies—Operating Obligations,” for additional information on these commitments.
  
Weighted-Average
Amortization Period
(in Years)
Intangible Assets and Liabilities 2017 2016
Leasehold interest – land 6.9 —
In-place leases 6.3 8.7
Leasing costs 8.8 10.6
Above-market lease values 2.1 —
Below-market lease values and deferred revenue 4.7 20.9
All intangible assets and liabilities7.0 14.0
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents.
Pro-Forma Financials(3)“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. For a description of each of these types of lease arrangements, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Leases—General.”
DuringLease Termination
On February 10, 2020, we reached an agreement with a tenant occupying 4 of our farms in Arizona to terminate the nine months ended September 30, 2016,existing leases encompassing those 4 farms effective February 10, 2020. As part of the termination agreement, the outgoing tenant made a one-time termination payment to us of approximately $3.0 million, which we acquired six farms that qualifiedrecognized as business combinations. No farms were acquiredadditional lease revenue during the nine months ended September 30, 2017 that2020. The prior leases were treated as business combinations. The following table reflects pro-forma consolidated financial information as if each farm acquiredscheduled to expire on September 15, 2026 (with 2 of the farms subject to the renewal of certain state leases currently scheduled to expire on February 14, 2022, and February 14, 2025). In connection with the early termination of these leases, during the nine months ended September 30, 2016,2020, we recognized approximately $89,000 of prepaid rent as partadditional lease revenue and wrote off an aggregate net deferred rent balance of a business combination was acquired on January 1, 2015.approximately $254,000 against lease revenue. In addition, pro-forma earnings have been adjusted to assume that acquisition-related costsapproximately $470,000 of unamortized lease intangible assets related to these farmsthe terminated leases were incurred at the beginning of the previous fiscal year (dollars in thousands, except sharewritten off and per-share amounts).
  For the three months ended September 30, 2016 For the nine months ended September 30, 2016
  (Unaudited) (Unaudited)
Operating Data:    
Total operating revenue $4,718
 $13,286
Net income attributable to the company $212
 $594
Share and Per-share Data:    
Earnings per share of common stock – basic and diluted $0.02
 $0.06
Weighted-average common shares outstanding – basic and diluted 10,018,331
 10,001,466
The pro-forma consolidated results are prepared for informational purposes only. They are not necessarily indicative of what our consolidated financial condition or results of operations actually would have been assuming the acquisitions had occurred at the beginning of the previous fiscal year, nor do they purportcharged to represent our consolidated financial position or results of operations for future periods.
Significant Existing Real Estate Activity
Lease Extensions and Renewals
Duringamortization expense during the nine months ended September 30, 2017, we executed ten separate leases on nine different farms in California and Florida that had leases expiring in either 2017 or 2018. In total,2020. Upon termination of these leases, were renewed for additional terms ranging between one and five years and for total annualized rents of approximately $2.2 million, representingwe entered into a decrease of approximately $167,000 (approximately 7.0%) from that ofnew, seven-year lease with a new tenant effective immediately. These leases are included in the prior leases. These renewals were executed without incurring any downtime on the respective farms, and no leasing commissions or tenant improvements were incurredLeasing Activity table above.
Investments in connection with these renewals.
Project CompletionUnconsolidated Entities
In connection with the lease we executed upon our acquisition of certain farmland located in Fresno County, California, we also acquired an 854-acre farmownership in California in September 2015, we agreeda related LLC, the sole purpose of which is to fund the development of the property into an almond orchard. The development included the removal of 274 acres of old grape vineyards, the installation ofown and maintain a new irrigation system, including the drilling of four new wells,pipeline conveying water to our and the planting of over 800 acres of new almond trees.other neighboring properties. As of September 30, 2017,2020, our aggregate ownership interest in the development project had been completed at a total costLLC was 37.5%. As our investment in the LLC is deemed to constitute “significant influence,” we have accounted for this investment under the equity method.
During the three and nine months ended September 30, 2020, we recorded (loss) income of approximately $8.4 million,$(19,000) and $7,000, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as a result, we expect to receive approximately $5.2 million of additional rent throughout the termIncome from investments in unconsolidated entities), which represents our pro-rata share of the lease,(loss) income recognized by the LLC. Prior to fiscal year 2020, we had not recorded any material income or loss related to our ownership interest in the LLC. Our combined ownership interest in the LLC, which expires January 9, 2031.

had an aggregate carrying value of approximately $874,000 and $587,000, as of September 30, 2020, and December 31, 2019, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
Portfolio Diversification and Concentrations
Diversification
The following table summarizes the geographic locations by state,(by state) of our propertiesfarms owned and with leases in place as of the nine months ended September 30, 20172020 and 20162019 (dollars in thousands):
16
Table of Contents
 As of and For the Nine Months Ended September 30, 2017 As of and For the Nine Months Ended September 30, 2016 As of and For the nine months ended September 30, 2020As of and For the nine months ended September 30, 2019
State 
Number
of
Farms
 
Total
Acres
 
% of
Total
Acres
 
Rental
Revenue
 
% of Total
Rental
Revenue
 Number
of
Farms		 Total
Acres		 % of
Total
Acres		 Rental
Revenue		 % of Total
Rental
Revenue		StateNumber
of
Farms		Total
Acres		% of
Total
Acres		Lease
Revenue		% of Total
Lease
Revenue		Number
of
Farms		Total
Acres		% of
Total
Acres		Lease
Revenue		% of Total
Lease
Revenue
California 27 7,921 12.8% $8,749
 47.8% 21 6,516 19.3% $6,986
 56.4%
California(1)
California(1)
4617,95419.4%$22,153 52.9%4113,73116.8%$13,872 51.0%
Florida 17 11,225 18.2% 4,839
 26.5% 15 5,567 16.5% 2,408
 19.4%Florida2320,77022.4%10,006 23.9%2320,77025.5%7,785 28.6%
ArizonaArizona66,2806.8%4,272 10.2%66,2807.7%1,609 5.9%
Colorado 9 30,170 48.8% 2,018
 11.0% 8 13,575 40.1% 951
 7.7%Colorado1232,77335.4%2,501 6.0%1031,44838.5%2,126 7.8%
Arizona 6 6,280 10.2% 1,114
 6.1% 2 3,000 8.9% 544
 4.4%
Oregon 4 2,313 3.7% 887
 4.8% 4 2,313 6.8% 877
 7.1%
Nebraska 2 2,559 4.2% 435
 2.4% 2 2,559 7.6% 435
 3.5%Nebraska97,7828.4%1,159 2.7%33,2544.0%264 1.0%
Michigan 4 270 0.4% 187
 1.0% 4 270 0.8% 187
 1.5%Michigan159621.0%554 1.3%159621.2%259 1.0%
OregonOregon34180.5%395 0.9%34180.5%386 1.4%
WashingtonWashington17460.8%368 0.9%17460.9%383 1.4%
TexasTexas13,6674.0%337 0.8%13,6674.5%394 1.4%
North Carolina 2 310 0.5% 42
 0.2% — — —% —
 —%North Carolina23100.3%120 0.3%23100.4%125 0.5%
Washington 1 746 1.2% 31
 0.2% — — —% —
 —%
MarylandMaryland47590.8%35 0.1%000%0 0%
DelawareDelaware11800.2%7 0%000%0 0%
TOTALS 72 61,794 100.0% $18,302
 100.0% 56 33,800 100.0% $12,388
 100.0%TOTALS12392,601100.0%$41,907 100.0%10581,586100.0%$27,203 100.0%
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across 6 of these growing regions.
Concentrations
Credit Risk
As of September 30, 2017,2020, our farms were leased to 4973 different, unrelated third-party tenants, with certain tenants leasing more than one farm. One unrelatedNo individual tenant ("Tenant A") leases five of our farms, and aggregate rental revenue attributable to Tenant A accounted for approximately $3.2 million, or 17.7%represented greater than 10.0% of the rentaltotal lease revenue recorded during the nine months ended September 30, 2017. In addition, Dole Food Company (“Dole”) leases two of our farms,2020.
Geographic Risk
Farms located in California, Florida, and aggregate rental revenue attributable to DoleArizona accounted for approximately $2.2$22.2 million or 12.2%(52.9%), $10.0 million (23.9%) and $4.3 million (10.2%), respectively, of the rentaltotal lease revenue recorded during the nine months ended September 30, 2017. If either Tenant A or Dole fail to make rental payments or elect to terminate their respective leases, and the properties cannot be re-leased on satisfactory terms, there could be a material adverse effect on our financial performance and ability to continue operations. No other individual tenant represented greater than 10.0% of the total rental revenue recorded during the nine months ended September 30, 2017.
Geographic Risk
As of September 30, 2017, 27 of the 72 farms we owned were located in California, 17 farms were located in Florida and 9 farms were located in Colorado. Further, our California, Florida, and Colorado farms accounted for approximately $8.7 million (47.8%), $4.8 million (26.5%), and $2.0 million (11.0%), respectively, of the rental revenue recorded during the nine months ended September 30, 2017. Our 27 California farms are spread across four of the many different growing regions within the state.2020. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster (such as an earthquake, wildfire, or flood) occur or climactic change impact the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. None of our farms in California or Florida have been materially impacted by the recent wildfires or hurricanes that occurred in those respective regions. No other single state accounted for more than 10.0% of theour total rentallease revenue recorded during the nine months ended September 30, 2017.2020.


NOTE 4. BORROWINGS
Our borrowings as of September 30, 2017,2020, and December 31, 20162019, are summarized below (dollars in thousands):
  Carrying Value as of As of September 30, 2017
  September 30, 2017 December 31, 2016 
Stated Interest
Rates(1)
(Range; Wtd Avg)
 
Maturity Dates
(Range; Wtd Avg)
Mortgage notes and bonds payable:        
Fixed-rate mortgage notes payable $207,618
 $142,861
 
2.90%–4.47%; 3.59%
 
6/1/2020–11/1/2041; April 2029
Fixed-rate bonds payable 84,518
 49,348
 
2.38%–4.05%; 3.13%
 
7/30/2018–8/30/2024; June 2021
Total mortgage notes and bonds payable 292,136
 192,209
    
Deferred financing costs – mortgage notes and bonds payable (1,902) (1,412) N/A N/A
Mortgage notes and bonds payable, net $290,234
 $190,797
    
         
Variable-rate revolving lines of credit $5,100
 $16,550
 3.55% 4/5/2024
         
Total borrowings, net $295,334
 $207,347
    
17
(1)
Where applicable, stated interest rates are before interest patronage (as described below).
Table of Contents
 Carrying Value as of As of September 30, 2020
September 30, 2020 December 31, 2019 
Stated Interest
Rates(1)
(Range; Wtd. Avg)
 Maturity Dates
(Range; Wtd. Avg)
Notes and bonds payable:
Fixed-rate notes payable$405,249 $394,569 3.00%–5.70%; 4.03%2/14/2022–11/1/2045; March 2032
Fixed-rate bonds payable89,883 90,380 2.61%–4.57%; 3.44%12/11/2020–9/13/2028; May 2023
Total notes and bonds payable495,132 484,949 
Debt issuance costs – notes and bonds payable(3,211)(3,120)N/AN/A
Notes and bonds payable, net$491,921 $481,829 
Variable-rate revolving lines of credit$11,600 $100 2.50%4/5/2024
Total borrowings, net$503,521 $481,929 
(1)Where applicable, stated interest rates are before interest patronage (as described below).
As of September 30, 2020, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $827.7 million. The weighted-average interest rate charged on the above borrowings excluding(excluding the impact of deferred financingdebt issuance costs and before any interest patronage, or refunded interest,interest) was 3.44%4.03% and 3.33%3.99% for the three and nine months ended September 30, 2017,2020, respectively, as compared to 4.03% and 3.29% and 3.27%3.97% for the three and nine months ended September 30, 2016, respectively.2019. In addition, 20162019 interest patronage from our Farm Credit Notes Payable (as defined below), which we received and recorded during the sixthree months ended June 30, 2017,March 31, 2020, resulted in a 17.2%20.4% reduction (approximately 6198 basis points) to the stated interest rates on such borrowings. We are unable to estimate the total amount of interest patronage to be received related to interest accrued during 2020 on our Farm Credit Notes Payable. See below under “—Farm Credit Notes Payable“ for further discussion on interest patronage.
MetLife BorrowingsAs of September 30, 2020, we were in compliance with all covenants applicable to the above borrowings.
New MetLife Facility
On May 9, 2014, we closed on a creditAs of December 31, 2019, our facility (the "MetLife Facility") with Metropolitan Life Insurance Company (“MetLife”) that originally consisted of a $100.0total of $200.0 million of term notes (the “Prior MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the Prior MetLife Term Notes, the “Prior MetLife Facility”). The draw period for the Prior MetLife Term Notes expired on December 31, 2019, with approximately $21.5 million being left undrawn, and MetLife had no obligation to disburse the remaining funds under those notes.
On February 20, 2020, we entered into an agreement with MetLife to remove the MetLife Lines of Credit from the Prior MetLife Facility and create a new credit facility consisting of a new $75.0 million long-term note payable (the “2015“New MetLife Term Note”) and a $25.0 million revolving equity line of credit (the “2015 MetLife Line of Credit”). As amended on October 5, 2016, the overall size of the MetLife Facility was increased from $125.0 million to $200.0 million (the "2016 Amendment"). Pursuant to the 2016 Amendment, the MetLife Facility now consists of the 2015 MetLife Term Note, the 2015 MetLife Line of Credit, a $50.0 million long-term note payable (the "2016 MetLife Term Note" and, together with the 2015 MetLife Term Note, the "MetLife Term Notes"), the terms of which are pari passu with those of the 2015 MetLife Term Note, and a second $25.0 million revolving equity line of credit (the "2016 MetLife Line of Credit" and, together with the 2015 MetLife Line of Credit, the "MetLife Lines of Credit"), the terms of which are pari passu to those of the 2015 MetLife Line of Credit.
On September 19, 2017, we drew approximately $27.5 million on the MetLife Term Notes, which was used to repay a portion of the balance outstanding under the MetLife Lines of Credit. The interest rate onCredit (collectively, the new disbursement was 3.85% per annum (which rate is fixed through January 4, 2027) and was blended with the existing interest rate on the previously-outstanding balance under the“New MetLife Term Notes.

Facility”).
The following table summarizes the pertinent terms of the New MetLife Facility as of September 30, 20172020 (dollars in thousands, except for footnotes):
IssuanceAggregate
Commitment		Maturity
Dates		Principal
Outstanding		 Interest Rate Terms Undrawn
Commitment		 
New MetLife Term Note$75,000 (1)1/5/2030$0 N/A(2)75,000 (3)
MetLife Lines of Credit75,000 4/5/202411,600 3-month LIBOR + 2.00%(4)63,400 (3)
Total principal outstanding$11,600   
Issuance 
Aggregate
Commitment
 
Maturity
Dates
 
Principal
Outstanding
 Interest Rate Terms 
Undrawn
Commitment
 
MetLife Term Notes $150,000
(1) 
1/5/2029 $131,210
 3.30%, fixed through 1/4/2027
(2) 
$13,530
(3),(4) 
MetLife Lines of Credit 50,000
 4/5/2024 5,100
 3-month LIBOR + 2.25%
(5) 
44,900
(3) 
Total principal outstanding   $136,310
      
(1)If the aggregate commitment under the New MetLife Term Note is not fully utilized by December 31, 2022, MetLife has the option to be relieved of its obligation to disburse the additional funds under the New MetLife Term Note.
(1)
If the aggregate commitment under the MetLife Facility is not fully utilized by December 31, 2018, MetLife has the option to be relieved of its obligation to disburse the additional funds under the MetLife Term Notes.
(2)
Represents the blended interest rate on the MetLife Term Notes as of September 30, 2017. Interest rates for subsequent disbursements will be based on then-prevailing market rates. The interest rate on all then-outstanding disbursements will be subject to adjustment on January 5, 2027. Through December 31, 2018, the MetLife Term Notes are also subject to an unused fee of 0.20% on undrawn amounts.
(3)
(2)Interest rates on any disbursements under the New MetLife Term Note will be based on prevailing market rates at the time of such disbursements. In addition, through December 31, 2022, the New MetLife Term Note is also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the New MetLife Term Note).
(3)Based on the properties that were pledged as collateral under the New MetLife Facility, as of September 30, 2017, the maximum additional amount we could draw under the facility was approximately $12.9 million.
(4)
Net of amortizing principal payments of approximately $5.3 million.
(5)
The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50%, plus an unused fee of 0.20% on undrawn amounts. The interest rate spread will be subject to adjustment on October 5, 2019. As of September 30, 2017, the interest rate on the MetLife Lines of Credit was 3.55%.
Individual MetLife Notes
In May 2017, we also entered into two new loan agreements with MetLife (collectively, the "Individual MetLife Notes"), the terms of which are summarized in the aggregate in the table below (dollars in thousands):
Date of IssuanceAmountMaturity DatePrincipal AmortizationInterest Rate Terms
5/31/2017$15,300
(1)
2/14/2022 & 2/14/202528.6 years3.55% & 3.85%, fixed throughout their respective terms
(1)
Proceeds from these notes were used for the acquisition of a new property.
As of September 30, 2017,2020, the maximum additional amount we were in compliance with all covenants applicable tocould draw under the facility was approximately $12.7 million.
(4)The interest rate on the MetLife Borrowings.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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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 certain10 different Farm Credit associations including Farm Credit of Central Florida, FLCA ("Farm Credit CFL"), Farm Credit West, FLCA ("Farm Credit West"), Cape Fear Farm Credit, ACA ("CF Farm Credit"), Farm Credit of Florida, ACA ("Farm Credit FL"), and Northwest Farm Credit Services, FLCA ("NW Farm Credit," and, collectively, with the other Farm Credit associations, "Farm Credit"(collectively, “Farm Credit”). During the nine months ended September 30, 2017,2020, we entered into the following loan agreements with Farm Credit (dollars in thousands):
IssuerDate of
Issuance		AmountMaturity
Date		Principal
Amortization
Stated Interest Rate(1)
Interest Rate Terms
Premier Farm Credit, FLCA5/14/2020$4,5001/1/204524.6 years4.00%Fixed through December 31, 2029 (variable thereafter)
Farm Credit West, FLCA6/24/20206005/1/204424.2 years3.00%Fixed through July 31, 2026 (variable thereafter)
Farm Credit West, FLCA6/24/20206005/1/204424.2 years3.00%Fixed through August 31, 2026 (variable thereafter)
Farm Credit West, FLCA6/25/20208,50011/1/204525.0 years3.75%Fixed through June 30, 2030 (variable thereafter)
Farm Credit of the Virginias, ACA8/31/20204,4819/1/203025.0 years3.99%Fixed throughout term
Issuer Date of Issuance 
Amount(1)
 Maturity Date Principal Amortization 
Interest Rate Terms(2)
Farm Credit CFL(3)
 7/13/2017 $5,472
 8/1/2022 28.4 years 4.47%, fixed throughout term
Farm Credit West 7/17/2017 8,162
 5/1/2037 20.0 years 4.31%, fixed through 7/31/2024, variable thereafter
CF Farm Credit 6/14/2017 1,301
 7/1/2022 40.2 years 4.41%, fixed throughout its term
Farm Credit FL 8/9/2017 5,820
 3/1/2037 19.5 years 4.70%, fixed through 2/29/2024, variable thereafter
NW Farm Credit 9/8/2017 5,460
 9/1/2024 39.6 years 4.41%, fixed throughout its term
(1)
Proceeds from these notes were used to fund new acquisitions, to repay existing indebtedness, and for other general corporate purposes.
(2)
(1)Stated rate is before interest patronage, as discussed below.
(3)
During the three months ended September 30, 2017, we amended four existing loan agreements with Farm Credit CFL to increase the loan amounts and adjust the principal amortization and interest rate terms as shown in the table above. The amount presented in the table above represents the total additional funds advanced under the four loans. The new terms of each of these four loans are pari passu with one another.

The following table summarizes, in the aggregate, the pertinent terms of the loans outstanding from Farm Credit (collectively, the "Farm Credit Notes Payable") as of September 30, 2017 (dollars in thousands, except for footnotes):described below.
Issuer 
# of Loans
Outstanding
 Dates of Issuance Maturity Dates 
Principal
Outstanding
 
Stated Interest
Rate(1)
 
Farm Credit CFL 8 9/19/2014 – 7/13/2017 6/1/2020 – 10/1/2040 $27,472
 4.15%
(2) 
Farm Credit West 3 4/4/2016 – 7/17/2017 5/1/2037 – 11/1/2041 21,054
 3.91%
(3) 
CF Farm Credit 1 6/14/2017 7/1/2022 1,301
 4.41%
(4) 
Farm Credit FL 1 8/9/2017 3/1/2037 5,820
 4.70%
(4) 
NW Farm Credit 1 9/8/2017 9/1/2024 5,460
 4.41%
(4) 
Total 14     $61,107
   
(1)
Represents the weighted-average, blended rate (before interest patronage, as discussed below) on the respective borrowings as of September 30, 2017.
(2)
In April 2017, we received interest patronage of approximately $124,000 related to interest accrued on loans from Farm Credit CFL during the year ended December 31, 2016, which resulted in a 15.8% reduction (approximately 55 basis points) to the stated interest rates on such borrowings. In March 2016, we received interest patronage related to loans from Farm Credit CFL of approximately $94,000.
(3)
In February 2017, we received interest patronage of approximately $59,000 related to interest accrued on loans from Farm Credit West during the year ended December 31, 2016, which resulted in a 21.3% reduction (approximately 76 basis points) to the stated interest rates on such borrowings. We did not receive any patronage related to loans from Farm Credit West during the prior year.
(4)
To date, no interest patronage has been received or recorded associated with these loans, as they were not outstanding during 2016.
Interest patronage, or refunded interest, on our borrowings from Farm Credit associations is generally recorded upon receipt and is included inwithin Other income on our Condensed Consolidated Statements of Operations.Operations and Comprehensive Income. Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest payments are made.
Asexpense is accrued. During the three months ended March 31, 2020, we recorded interest patronage of September 30, 2017, we were in compliance with all covenants applicableapproximately $1.3 million related to interest accrued on the Farm Credit Notes Payable.Payable during the year ended December 31, 2019, which resulted in a 20.4% reduction (approximately 98 basis points) to the stated interest rates on such borrowings. In addition, during the three months ended September 30, 2020, we received approximately $306,000 of interest patronage related to our Farm Credit Notes Payable, as certain Farm Credit associations paid a portion of the 2021 interest patronage (which relates to interest accrued during 2020) early.
Conterra Note Payable
During the nine months ended September 30, 2020, we entered into a loan agreement with Conterra Agricultural Capital, LLC (“Conterra”), the terms of which are summarized in the following table (dollars in thousands):
Date of IssuanceAmountMaturity DatePrincipal AmortizationStated Interest RateInterest Rate Terms
6/8/2020$2,1007/1/202730.0 years3.40%Fixed throughout term
Farmer Mac Facility
On December 5, 2014, we, through certain subsidiaries of our Operating Partnership, entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”), for a secured note purchase facility that providesfacility. As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate principal amount of $75.0$125.0 million (the “Farmer Mac Facility”). On June 16, 2016, we amended through December 11, 2018, after which date the Bond Purchaser had the option to continue buying new bonds issued under the Farmer Mac Facility to increase the maximum borrowing capacity from $75.0 million to $125.0 million and extend the term of the Bond Purchase Agreement by two years, to December 11, 2018.Facility.

During the nine months ended September 30, 2017,2020, we amended and restated 1 bond for $8.1 million that was previously issued five bonds for gross proceeds of approximately $35.6 million,under the Farmer Mac Facility and was originally scheduled to mature on January 10, 2020. The pertinent terms of whichthe amended and restated bond are summarized in the aggregate, in the table below (dollars in thousands):
Date of IssuanceAmountMaturity DatePrincipal AmortizationStated
Interest Rate		Interest Rate Terms
1/10/2020$8,100 1/12/2024None
(interest only)		2.66%Fixed throughout term
Date of Issuance 
Gross
Proceeds(1)
 Maturity Dates Principal Amortization Interest Rate Terms
1/12/2017-8/30/2017 $35,625
(1) 
1/10/2020 – 8/30/2024 None 2.80% – 4.05%, fixed throughout their respective terms
(1)
Proceeds from these bonds were used for the acquisitions of new properties.
The following table summarizes,No prepayment penalty was incurred in the aggregate, the termsconnection with this amendment, and all other material items of the 14 bonds outstanding under the Farmer Mac Facility as of September 30, 2017 (dollars in thousands):
Dates of Issuance Initial Commitment Maturity Dates Principal Outstanding 
Stated
Interest
Rate(1)
 Undrawn Commitment 
12/11/2014–8/30/2017 $125,000
(2) 
7/30/2018–8/30/2024 $84,519
 3.13% $39,118
(3) 
(1)
Represents the weighted-average interest rate as of September 30, 2017.
(2)
If the balance of the Farmer Mac Facility is not fully utilized by December 11, 2018, Farmer Mac has the option to be relieved of its obligations to purchase additional bonds under the facility.
(3)
As of September 30, 2017, there was no additional availability to draw under the Farmer Mac Facility, as no additional properties had been pledged as collateral.
As of September 30, 2017, we were in compliance with all covenants under the Farmer Mac Facility.

amended and restated bond remained unchanged.
Debt Service – Aggregate Maturities
Scheduled principal payments of our aggregate mortgage notes and bonds payable as of September 30, 2017,2020, for the succeeding years are as follows (dollars in thousands):
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PeriodPeriod 
Scheduled
Principal Payments
PeriodScheduled
Principal Payments
For the remaining three months ending December 31:2017 $601
For the remaining three months ending December 31:2020$15,368 
For the fiscal years ending December 31:2018 23,433
For the fiscal years ending December 31:202119,269 
2019 11,060
202242,162 
2020 26,484
202336,568 
2021 7,242
202435,879 
2022 36,089
202532,898 
Thereafter 187,227
Thereafter312,988 
 $292,136
$495,132 
Fair Value
ASC 820 provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10, "Fair“Fair Value Measurements and Disclosures,"” establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•Level 1 — inputs that are based upon quoted prices (unadjusted) for identical assets or liabilities in active markets;
•Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active or inactive markets or model-based valuation techniques, for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level 3 — inputs are generally unobservable and significant to the fair value measurement. These unobservable inputs are generally supported by little or no market activity and are based upon management'smanagement’s estimates of assumptions that market participants would use in pricing the asset or liability.
As of September 30, 2017,2020, the aggregate fair value of our long-term fixed-rate mortgage notes and bonds payable was approximately $286.3$497.4 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of $292.1approximately $495.1 million. The fair value of our long-term fixed-rate mortgage notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms. Further, due to the revolving nature ofand variable interest rates applicable to the MetLife Lines of Credit, and the lack of changes in market credit spreads, their aggregate fair value as of September 30, 2017,2020, is deemed to approximate their aggregate carrying value of $5.1$11.6 million.
Interest Rate Swap Agreement
In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings. In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates. We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Condensed Consolidated Balance Sheets. Generally, in the absence of observable market data, we will estimate the fair value of our interest rate swaps using estimates of certain data points, including estimated remaining life, counterparty credit risk, current market yield, and interest rate spreads of similar securities as of the measurement date. As of September 30, 2020, our interest rate swaps were valued using Level 2 inputs.
In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets. We record changes in fair value on a quarterly basis, using current market valuations at quarter end. The following table summarizes our interest rate swap as of September 30, 2020, and December 31, 2019 (dollars in thousands):
September 30, 2020December 31, 2019
Aggregate Notional AmountAggregate Fair Value AssetAggregate Fair Value LiabilityAggregate Notional AmountAggregate Fair Value AssetAggregate Fair Value Liability
$14,077 $0 $1,721 $14,298 $0 $390 

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and nine months ended September 30, 2020 (dollars in thousands):
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Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
Derivative in cash flow hedging relationship:
Interest rate swaps$95 $(1,331)
Total$95 $(1,331)
We were not party to any interest rate swap agreements during the three or nine months ended September 30, 2019.
The following table summarizes certain information regarding our derivative instruments as of September 30, 2020, and December 31, 2019 (dollars in thousands):
Derivative Liability Fair Value
Derivative TypeBalance Sheet LocationSeptember 30, 2020December 31, 2019
Derivatives Designated as Hedging Instruments:
Interest rate swapsOther liabilities, net$1,721 $390 
Total$1,721 $390 
NOTE 5. MANDATORILY-REDEEMABLE PREFERRED STOCK
OnIn August 17, 2016, we completed a public offering of 1,000,000 shares of 6.375% Series A Cumulative Term Preferred Stock, par value $0.001 per share (the "Term“Series A Term Preferred Stock"Stock”), at a public offering price of $25.00 per share. Simultaneous with the closing of the offering and on the same terms and conditions, the underwriters exercised in full their option to purchase an additional 150,000 shares of the Term Preferred Stock to cover over-allotments. 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 1,150,000 shares of the Series A Term Preferred Stock for gross proceeds of approximately $28.8 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $27.6 million. These proceeds were used to repay existing indebtedness, to fund new property acquisitions and for other general corporate purposes. The Series A Term Preferred Stock is traded under the ticker symbol "LANDP,"“LANDP” on the NASDAQ Global Market. The Term Preferred Stock is not convertible into our common stock or any other securities.Nasdaq.
Generally, we maywere not permitted to redeem shares of the Series A Term Preferred Stock prior to September 30, 2018, except in limited circumstances to preserve our qualification as a REIT. On or afterSince September 30, 2018, we mayhave been permitted to 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. The shares of the Series A Term Preferred Stock have a mandatory redemption date of September 30, 2021. 2021, and are not convertible into our common stock or any other securities. As of September 30, 2020, no shares of Series A Term Preferred Stock have been redeemed.
We incurred approximately $1.2 million in total offering costs related to this issuance, which have been recorded net of the Series A Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance Sheet,Sheets and we will amortize these costsare being amortized over the mandatory redemption period which endsas a component of interest expense on September 30, 2021.

the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. The Series A Term Preferred Stock is recorded as a liability on our accompanying Condensed Consolidated Balance SheetSheets in accordance with ASC 480, "Distinguishing“Distinguishing Liabilities from Equity,"” which states that mandatorily redeemablemandatorily-redeemable financial instruments should be classified as liabilities. In addition, the related dividend payments are treated similarsimilarly to interest expense inon the accompanying Condensed Consolidated StatementStatements of Operations.Operations and Comprehensive Income.
As of September 30, 2017,Due to the fair valueshort-term maturity of our Series A Term Preferred Stock, was approximately $29.8 million, as compared to theits carrying value exclusive(exclusive of unamortized offering costs,costs) of approximately $28.8 million. Themillion was deemed to approximate its fair value of our Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10, "Fair Value Measurements and Disclosures," and is calculated based on the closing per-share price as of September 30, 2017, of $25.93.2020.
TheFor information on the dividends to preferred stockholders declared by our Board of Directors and paid by us on the Series A Term Preferred Stock during the nine months ended September 30, 20172020 and 2016 are reflected in the table below.2019, see Note 8, “Equity—Distributions.”
Fiscal Year Declaration Date Record Date Payment Date Dividend per
Preferred Share		 
2017 January 10, 2017 January 20, 2017 January 31, 2017 $0.1328125
 
  January 10, 2017 February 16, 2017 February 28, 2017 0.1328125
 
  January 10, 2017 March 22, 2017 March 31, 2017 0.1328125
 
  April 11, 2017 April 21, 2017 April 28, 2017 0.1328125
 
  April 11, 2017 May 19, 2017 May 31, 2017 0.1328125
 
  April 11, 2017 June 21, 2017 June 30, 2017 0.1328125
 
  July 11, 2017 July 21, 2017 July 31, 2017 0.1328125
 
  July 11, 2017 August 21, 2017 August 31, 2017 0.1328125
 
  July 11, 2017 September 20, 2017 September 29, 2017 0.1328125
 
  Nine months ended September 30, 2017 $1.1953125
 
          
2016 September 12, 2016 September 21, 2016 September 30, 2016 $0.190364583
(1) 
  Nine months ended September 30, 2016 $0.190364583
 
(1)
Represents the cumulative dividend from (but excluding) the date of original issuance through the month ended September 30, 2016.

NOTE 6. RELATED-PARTY TRANSACTIONS
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by David Gladstone, our chairman, and chief executive officer.officer, and president. In addition, two2 of our executive officers, Mr. Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president.president, general counsel, and secretary), is also executive vice president of administration of our Adviser.
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We have entered into an investment advisory agreement with our Adviser and an administration agreement with our Administrator (the “Administration Agreement”). The advisory agreement with our Adviser that was in effect through March 31, 2017, (the “Advisory Agreement”), and the current administration agreement with our Administrator (the “Administration Agreement”)Administration Agreement each became effective February 1, 2013. A summary of each of these agreements is provided in Note 6 to our consolidated financial statements included in our Form 10-K.
On April 11, 2017, we entered into a Second Amended and Restated Investment Advisory Agreement (the "Amended Advisory Agreement")The advisory agreement with our Adviser that became effective beginningwas in effect through June 30, 2019 (the “Prior Advisory Agreement”), was amended and restated on July 9, 2019 (as amended, the “2019 Advisory Agreement”), and again amended and restated on January 14, 2020 (as amended, the “2020 Advisory Agreement,” and, together with the three months ended June 30, 2017. Our entrance into the AmendedPrior Advisory Agreement wasand the 2019 Advisory Agreement, the “Advisory Agreements”). The Administration Agreement and each of the Advisory Agreements were approved unanimously by our board of directors, including specifically, our independent directors.
In addition, on April 11, 2017, we entered into an agreement with Gladstone Securities, LLC, ("Gladstone Securities"), effective beginning with the three months ended June 30, 2017, for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the "Financing Arrangement Agreement"). Gladstone Securities is a privately-held broker-dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by David Gladstone, our chairman and chief executive officer. Mr. Gladstone also serves on the board of managers of Gladstone Securities.

A summary of the compensation terms for each of the Amended Advisory AgreementAgreements and the Financing ArrangementAdministration Agreement is below.
In addition, subsequent to September 30, 2017, the existing lease on one of our farms was assigned by the tenant to our TRS. See Note 10, "Subsequent Events," for further discussion on this transaction.
Amended Advisory AgreementAgreements
Pursuant to each of the AmendedPrior Advisory Agreement effective beginning with the three months ended(which was in effect from April 1, 2017, through June 30, 2017,2019), the 2019 Advisory Agreement (which was in effect from July 1, 2019, through December 31, 2019), and the 2020 Advisory Agreement (which has been in effect since January 1, 2020), our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The 2019 Advisory Agreement modified the calculation of the base management and incentive fees to exclude preferred equity from such calculations, while the capital gains and termination fees remained unchanged. The 2020 Advisory Agreement revised and replaced the previous calculation of the base management fee, which was previously based on equity, with a calculation based on gross real estate assets, while all other fees remained unchanged. Each of thesethe base management, incentive, capital gains, and termination fees is described below.
Base Management Fee
APursuant to the Prior Advisory Agreement, a base management fee will bewas paid quarterly and will bewas calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter'squarter’s total adjusted equity, which iswas defined as total equity plus total mezzanine equity, if any each(each as reported on our balance sheet,sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items ("(“Total Adjusted Equity"Equity”).
Pursuant to the 2019 Advisory Agreement, a base management fee was paid quarterly and was calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter’s total adjusted common equity, which was defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Common Equity”).
Under the 2020 Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.50% (0.125% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, irrigation and drainage systems, horticulture, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.
During the three and nine months ended September 30, 2019, our Adviser granted us certain non-contractual, unconditional, and irrevocable waivers, which were applied as credits against the base management fee for the period, as detailed in the table below under “—Related-Party Fees.” We did not have any such waivers for the three and nine months ended September 30, 2020.
Incentive Fee
AnPursuant to the Prior Advisory Agreement, an incentive fee will bewas calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Equity.
Under each of the 2019 Advisory Agreement and the 2020 Advisory Agreement, an incentive fee was and 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'squarter’s Total Adjusted Common Equity.
For purposes of thisthe calculation of the Incentive Fee, Pre-Incentive Fee FFO iswas defined in each of the Amended Advisory AgreementAgreements as FFO (also as defined in each of the Amended Advisory Agreement)Agreements) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that arewere not treated as a liability for GAAP purposes. Our Adviser willwould receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO doesdid 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 exceedsexceeded the hurdle rate but iswas less than 2.1875% in any calendar quarter (8.75%
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(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).
Capital Gains Fee
APursuant to each of the Advisory Agreements, a capital gains-based incentive fee will be calculated and payable in arrears at the end of each fiscal year (or upon termination of the Amended Advisory Agreement). The capital gains fee shall equal: (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paid in prior periods. For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property, minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property'sproperty’s original acquisition price plus any subsequent, non-reimbursed capital improvements). At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid.
Termination Fee
InPursuant to each of the Advisory Agreements, in the event of our termination of the Amended Advisory Agreementagreement with our Adviser for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.
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.
As approved by our Board of Directors, effective July 1, 2014, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.
Gladstone Securities
On April 11, 2017, we entered into an agreement with Gladstone Securities, LLC (“Gladstone Securities”), for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the “Financing Arrangement Agreement”). Gladstone Securities is a privately-held broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by Mr. Gladstone, who also serves on the board of managers of Gladstone Securities.
Financing Arrangement Agreement
In connection with the Financing Arrangement Agreement, Gladstone Securities may, from time to time, solicit the interest of various agricultural or commercial real estate lenders and/or recommend to us third-party lenders offering credit products or packages that are responsive to our needs. We will pay Gladstone Securities a financing fee in connection with the services it providesprovided to us for securing financing on our properties. Depending on the size of the financing obtained, the maximum amount of the financing fee, which will beis payable upon closing of the respective financing, will rangeranges from 0.5% to 1.0% of the amount of financing obtained. The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions. During
We paid total financing fees to Gladstone Securities of approximately $7,000 and $35,000 during each of the three and nine months ended September 30, 2017,2020, and approximately $160,000 and $188,000 during the three and nine months ended September 30, 2019, respectively. Through September 30, 2020, the total amount of financing fees paid to Gladstone Securities represented approximately 0.1%0.13% of the total financings secured since the Financing Arrangement Agreement has been in place.

Series B Dealer-Manager Agreement
On January 10, 2018, we entered into a dealer-manager agreement, which was amended and restated on May 31, 2018 (the “Series B Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities served as our exclusive dealer-manager in connection with the offering of our Series B Preferred Stock (as defined in Note 8, “Equity—Series B Preferred Stock”). Pursuant to the Series B Dealer-Manager Agreement, Gladstone Securities provided certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock, and we generally paid Gladstone Securities: (i) selling commissions of up to 7.0% of the gross proceeds from sales of Series B Preferred Stock in the offering (the “Series B Selling Commissions”), and (ii) a dealer-manager fee of 3.0% of the gross proceeds from sales of
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Series B Preferred Stock in the offering (the “Series B Dealer-Manager Fee”).  Gladstone Securities was permitted, in its sole discretion, to remit all or a portion of the Series B Selling Commissions and also to reallow all or a portion of the Series B Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offering. The terms of the Series B Dealer-Manager Agreement were approved by our board of directors, including all of its independent directors.
In connection with the sales of the Series B Preferred Stock, we paid total Series B Selling Commissions and Series B Dealer-Manager Fees to Gladstone Securities of approximately $0 and $2.5 million during the three and nine months ended September 30, 2020, respectively, and approximately $1.8 million and $5.1 million during the three and nine months ended September 30, 2019, respectively. The majority of these amounts were then remitted by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers. Series B Selling Commissions and Series B Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the Series B Preferred Stock and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets. The offering of our Series B Preferred Stock was completed on March 5, 2020.
Series C Dealer-Manager Agreement
On February 20, 2020, we entered into a dealer-manager agreement (the “Series C Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities will serve as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “Equity—Equity Issuances—Series C Preferred Stock”). Pursuant to the Series C Dealer-Manager Agreement, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series C Preferred Stock, and we pay Gladstone Securities (i) selling commissions of up to 6.0% of the gross proceeds from sales of Series C Preferred Stock (the “Series C Selling Commissions”) in the Primary Series C Offering (as defined in Note 8, “Equity—Equity Issuances—Series C Preferred Stock”), and (ii) a dealer-manager fee of 3.0% of the gross proceeds from sales of Series C Preferred Stock in the Primary Series C Offering (the “Series C Dealer-Manager Fee”).  No Series C Selling Commissions or Series C Dealer-Manager Fee shall be paid with respect to shares of the Series C Preferred Stock sold pursuant to our dividend reinvestment plan (the “DRIP”) for the Series C Preferred Stock. Gladstone Securities may, in its sole discretion, reallow a portion of the Series C Dealer-Manager Fee to participating broker-dealers in support of the Primary Series C Offering. The terms of the Series C Dealer-Manager Agreement were approved by our board of directors, including all of our independent directors.
During the three and nine months ended September 30, 2020, we paid approximately $598,000 and $885,000, respectively, of Series C Selling Commissions and Series C Dealer-Manager Fees to Gladstone Securities in connection with sales of the Series C Preferred Stock. The majority of these amounts were then remitted by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers. Series C Selling Commissions and Series C Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the Series C Preferred Stock and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.
Related-Party Fees
The following table summarizes certain related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands):
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Base management fee(1)(2)
$1,078 $862 $3,159 $2,741 
Incentive fee(1)(2)
821 0 2,155 0 
Credits from non-contractual, unconditional, and irrevocable waiver granted by Adviser’s board of directors(2)
0 0 0 (1,542)
Total fees to our Adviser, net$1,899 $862 $5,314 $1,199 
Administration fee(1)(2)
$344 $311 $1,084 $866 
Selling Commissions and Dealer-Manager Fees(1)(3)
$598 $1,777 $3,368 $5,089 
Financing fees(1)(4)
7 160 35 188 
Total fees to Gladstone Securities$605 $1,937 $3,403 $5,277 
(1)Pursuant to the agreements with the respective related-party entities, as discussed above.
(2)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations (dollars in thousands):and Comprehensive Income.
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 For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 2017 2016
Management fee(1)(2)
$523
 $385
 $1,446
 $1,158
Incentive fee(1)(2)
261
 22
 688
 181
Credits from voluntary, irrevocable waiver granted by Adviser’s board of directors(2)(3)
(54) —
 (54) —
Net fees due to our Adviser$730
 $407
 $2,080
 $1,339
Administration fee(1)(2)
$211
 $184
 $656
 $575
Financing Fees to Gladstone Securities(4)
$28
 $—
 $30
 $—
(3)Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets. Includes selling commissions and dealer-manager fees related to both the Series B Preferred Stock and the Series C Preferred Stock.
(1)
(4)Included within Notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations and Comprehensive Income.
Pursuant to the Advisory and Administration Agreements, respectively.
(2)
Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations.
(3)
The credit received from our Advisor for the three and nine months ended September 30, 2017, was granted as a voluntary, irrevocable waiver to be applied against the incentive fee payable to the Advisor.
(4)
Included in Mortgage notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations.
Related-Party Fees Due
Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2017,2020, and December 31, 2016,2019, were as follows (dollars in thousands):
September 30, 2020December 31, 2019
Base management fee$1,078 $881 
Incentive fee821 847 
Other(1)
23 25 
Total due to Adviser1,922 1,753 
Administration fee344 341 
Cumulative accrued but unpaid portion of prior Administration Fees(2)
0 75 
Total due to Administrator344 416 
Total due to related parties(3)
$2,266 $2,169 
  September 30, 2017 December 31, 2016
Management fee due to Adviser $523
 $384
Incentive fee due to Adviser 261
 169
Credits to fees due to Adviser(1)
 (54) —
Other due to Adviser(2)
 43
 2
Total due to Adviser 773
 555
Administration fee due to Administrator 211
 202
Other due from Administrator(2)
 —
 (6)
Total due to Administrator 211
 196
Total due to related parties(3)
 $984
 $751
(1)Other amounts due to or from our Adviser primarily relate to miscellaneous general and administrative expenses either paid by our Adviser on our behalf or by us on our Adviser’s behalf.
(1)
The credit received from our Advisor for the three and nine months ended September 30, 2017, was granted as a voluntary, irrevocable waiver to be applied against the incentive fee payable to our Advisor.
(2)
Other fees due to or from related parties primarily relate to miscellaneous general and administrative expenses paid by our Adviser or Administrator on our behalf or by us on our Adviser's or Administrator's behalf.
(3)
(2)Represents the cumulative accrued but unpaid portion of prior Administration fees that are scheduled to be paid during the three months ending September 30 of each year, which is the quarter following our Administrator’s fiscal year end.
(3)Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets.
NOTE 7. EQUITY
Amendment to Articles of Incorporation
On July 12, 2017, we filed an Articles of Amendment with the State Department of Assessments and Taxation for Maryland to increase the number of shares of capital stock that we have authority to issue from 20,000,000 shares to 100,000,000 shares, with the additional 80,000,000 shares of stock being initially classified as common stock, $0.001 par value per share.

Stockholders’ Equity
As of September 30, 2017, there were 98,000,000 shares of common stock, par value $0.001 per share, authorized, with 13,485,025 shares issued and outstanding. As of December 31, 2016, there were 18,000,000 shares of common stock, par value $0.001 per share, authorized, with 10,024,875 shares issued and outstanding.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of September 30, 2017, and December 31, 2016, we owned approximately 91.7% and 87.4%, respectively, 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.  The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption.  A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.
On September 20, 2017, 221,875 OP Units were tendered for redemption, and on September 29, 2017, we issued 50,000 shares of common stock in exchange for 50,000 OP Units, and we satisfied the redemption of 171,875 OP Units with a cash payment of approximately $2.3 million (approximately $13.21 per OP Unit).
Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock.  When a non-Company unitholder redeems an OP Unit, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.
The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
As of September 30, 2017, and December 31, 2016, there were 1,227,383 and 1,449,258 OP Units held by non-controlling limited partners outstanding, respectively, of which 993,431 and zero OP Units, respectively, were eligible to be tendered for redemption. Subsequent to September 30, 2017, 121,875 additional OP Units were tendered for redemption; see Note 10, "Subsequent Events," for further discussion on the redemption of these OP Units.

Distributions
The distributions to common stockholders declared by our Board of Directors and paid by us during the nine months ended September 30, 2017 and 2016 are reflected in the table below.
Fiscal Year Declaration Date Record Date Payment Date 
Distributions per
Common Share
2017 January 10, 2017 January 20, 2017 January 31, 2017 $0.04300
  January 10, 2017 February 16, 2017 February 28, 2017 0.04300
  January 10, 2017 March 22, 2017 March 31, 2017 0.04300
  April 11, 2017 April 21, 2017 April 28, 2017 0.04350
  April 11, 2017 May 19, 2017 May 31, 2017 0.04350
  April 11, 2017 June 21, 2017 June 30, 2017 0.04350
  July 11, 2017 July 21, 2017 July 31, 2017 0.04400
  July 11, 2017 August 21, 2017 August 31, 2017 0.04400
  July 11, 2017 September 20, 2017 September 29, 2017 0.04400
    Nine Months Ended September 30, 2017 $0.39150
         
2016 January 12, 2016 January 22, 2016 February 2, 2016 $0.04000
  January 12, 2016 February 18, 2016 February 29, 2016 0.04000
  January 12, 2016 March 21, 2016 March 31, 2016 0.04000
  April 12, 2016 April 22, 2016 May 2, 2016 0.04125
  April 12, 2016 May 19, 2016 May 31, 2016 0.04125
  April 12, 2016 June 17, 2016 June 30, 2016 0.04125
  July 12, 2016 July 22, 2016 August 2, 2016 0.04125
  July 12, 2016 August 22, 2016 August 31, 2016 0.04125
  July 12, 2016 September 21, 2016 September 30, 2016 0.04125
    Nine Months Ended September 30, 2016 $0.36750
The same amounts were paid as distributions on each OP Unit held by non-controlling limited partners of the Operating Partnership as of the above record dates.
Registration Statement
On March 30, 2017, we filed a universal registration statement on Form S-3 (File No. 333-217042) with the SEC (the "2017 Registration Statement") to replace our previous registration statement, which expired on April 1, 2017 (the "2014 Registration Statement"). The 2017 Registration Statement, which was declared effective by the SEC on April 12, 2017, permits us to issue up to an aggregate of $300.0 million 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. As of September 30, 2017, we have issued a total of 1,584,401 shares of common stock (excluding 50,000 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $19.7 million under the 2017 Registration Statement.
In conjunction with the replacement of the 2014 Registration Statement, during the three months ended March 31, 2017, we wrote off approximately $46,000 of unallocated costs associated with the initial filing of the 2014 Registration Statement. These costs were written off to professional fees and stockholder-related expenses, both of which are included in General and administrative expenses on our accompanying Condensed Consolidated Statement of Operations.Balance Sheet.
2017 Equity Issuances
On March 8, 2017, we completed a public offering of 1,680,000 shares of our common stock at a public offering price of $11.35 per share. This issuance settled on March 13, 2017, and resulted in gross proceeds of approximately $19.1 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $18.0 million. On March 17, 2017, the underwriters exercised a portion of their over-allotment option in connection with this offering, and, as a result, we issued an additional 145,749 shares. This issuance settled on March 22, 2017, and resulted in gross proceeds of approximately $1.7 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $1.6 million. We used the proceeds received from this offering to repay existing indebtedness (which, in turn, was used to fund future farmland acquisitions) and for other general corporate purposes.

On September 8, 2017, we completed a public offering of 1,150,000 shares (including 150,000 shares issued as a result of the underwriters simultaneously exercising their over-allotment option) of our common stock at a public offering price of $12.25 per share. This issuance settled on September 12, 2017, and resulted in gross proceeds of approximately $14.1 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $13.4 million. We used the proceeds received from this offering to repay existing indebtedness and for other general corporate purposes.
At-the-Market Program
On August 7, 2015, we entered into equity distribution agreements (commonly referred to as "at-the-market agreements" or our "Sales Agreements") with Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $30.0 million (the “ATM Program”). During both the three and nine months ended September 30, 2017, we issued and sold 434,401 shares of our common stock at an average sales price of $12.92 per share under the ATM Program for gross proceeds of approximately $5.6 million and net proceeds of approximately $5.5 million. Through September 30, 2017, we have issued and sold a total of 498,962 shares of our common stock at an average sales price of $12.57 per share for gross proceeds of approximately $6.3 million and net proceeds of approximately $6.2 million. See Note 10, "Subsequent Events," for shares of common stock issued and sold under the ATM Program subsequent to September 30, 2017.
On April 13, 2017, we amended each of the Sales Agreements to reference the new 2017 Registration Statement. All other material terms of the Sales Agreements remained unchanged.
NOTE 8.7. COMMITMENTS AND CONTINGENCIES
Operating Obligations
In connection with athe execution of certain lease amendmentagreements, we executedhave committed to provide capital improvements on onecertain of our Oregon farms, in May 2017, we committed to providing up to $1.8 million of capital for anticipated improvements on the farm, including irrigation upgrades and the planting of new blueberry bushes, which improvements are expected to be completed by December 31, 2020. As stipulatedsummarized in the lease amendment,table below (dollars in thousands):
Farm
Location		Farm
Acreage		Total
Commitment
Obligated
Completion
Date(1)
Amount Expended
or Accrued as of
September 30, 2020
Hillsborough, FL55$2,250 (2)Q2 2021$989 
Wicomico & Caroline, MD, and Sussex, DE833505 Q3 202136 
Van Buren, MI89150 Q4 2021126 
Napa, CA2701,548 (2)Q3 20230 
Santa Barbara, CA2714,000 (2)Q3 20242,267 
Columbia, OR1571,800 (2)Q3 20241,146 
Collier & Hendry, FL3,6122,000 (2)Q2 20250 
Monterey, CA3041,248 Q4 2025880 
(1)Our obligation to provide capital to fund these improvements does not extend beyond these respective dates.
(2)Pursuant to contractual agreements, we will begin earningearn additional rent on the cost of thethese capital improvements as the funds are disbursed by us at an initial annual rate of 6.5%, which rate is subject to annual escalations and market resets. As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately $718,000 of additional rent throughout the term of the lease, which expires September 30, 2024. As of September 30, 2017, we have expended or accrued approximately $677,000 related to this project. In addition, as part of the project, certain blueberry bushes owned by us were removed to allow for the planting of new varieties of blueberry bushes. As a result, during the three months ended September 30, 2017, we recorded a loss of approximately $78,000 associated with the removal of these bushes, which amount represents the net cost basis of such bushes plus all removal costs. This loss is recorded as Loss on disposal of real estate asset on our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017.
In connection with the lease we executed upon our acquisition of our two North Carolina farms in June 2017, we committed to providing up to $300,000 of capital over the first two years to support additional plantings and infrastructure on the farm, which improvements are expected to be completed by June 30, 2019. As stipulated in the lease, we will earn additional rent on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year's minimum cash rent per the lease). As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately $157,000 of additional rent throughout the term of the lease, which expires December 31, 2026. As of September 30, 2017, we have expended or accrued approximately $103,000 related to this project.
In connection with a lease amendment we executed on one of our Florida properties in June 2017, we committed to providing up to $700,000 of capital to expand and upgrade the existing cooler on the property, which improvements are expected to be completed during the three months ending December 31, 2017. As stipulated in the lease amendment, we will begin earning additional rent on the cost of the improvements as the funds are disbursed by us at an initial annual rate of 8.5%, which rate is subject to annual escalations. As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately $280,000 of additional rent throughout the term of the lease, which expires June 30, 2022. As of September 30, 2017, we have expended or accrued approximately $240,000 related to this project.
In connection with the follow-on lease we executed upon our acquisition of a 1,910-acre farm in Florida in August 2017 (which has a commencement date of February 24, 2018), we committed to providing up to $1.0 million of capital in the first year of the lease to support additional plantings and infrastructure on the farm, which improvements are expected to be completed during the three months ending March 31, 2019. As stipulated in the follow-on lease, we will earn additional rent on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year's minimum cash rent per the lease). As a result of this project, and assuming full deployment of the

capital commitment amount, we expect to receive approximately $305,000 of additional rent throughout the term of the lease, which expires February 23, 2024. We have not expended or accrued any costs related to this project, as the follow-on lease has not yet gone into effect.
In connection with the lease we executed upon our acquisition of a 361-acre farm in California in August 2017, we committed to providing up to $4.0 million of capital over the first two years to fund the development of additional vineyard acreage on the farm, which development is expected to be completed completed by August 30, 2019. As stipulated in the lease, we will earn additional rent on the total cost of the improvements as the funds are disbursed by us at an initial annual rate of 6.0%, which is subject to annual escalations. As a result of this project, and assuming full deployment of the capital commitment amount, we expect to receive approximately $2.3 million of additional rent throughout the term of the lease, which expires May 31, 2027. As of September 30, 2017, we have expended or accrued approximately $132,000 related to this project.us.
Litigation
In the ordinary course of business, we may be involved in legal proceedings from time to time. We are not currently subject to any material known or threatened litigation.
NOTE 8. EQUITY
Amendment to Articles of Incorporation
On February 20, 2020, we filed with the Maryland Department of Assessments and Taxation an Articles Supplementary (i) setting forth the rights, preferences, and terms of the Series C Preferred Stock and (ii) reclassifying and designating
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26,000,000 shares of our authorized and unissued shares of common stock as shares of Series C Preferred Stock.  The reclassification decreased the number of shares classified as common stock from approximately 91.5 million shares immediately prior to the reclassification to 65.5 million shares immediately after the reclassification.
Amendment to Operating Partnership Agreement
In connection with the authorization of the Series C Preferred Stock, the Operating Partnership adopted the Fourth Amendment to its First Amended and Restated Agreement of Limited Partnership, including Exhibit SC thereto (collectively, the “Amendment”), as amended from time to time, establishing the rights, privileges, and preferences of 6.00% Series C Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests (the “Series C Preferred OP Units”). The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series C Preferred OP Units as are issued shares of Series C Preferred Stock by the Company in connection with the Series C Offering upon the Company’s contributions to the Operating Partnership of the net proceeds of the Series C Offering. Generally, the Series C Preferred OP Units provided for under the Amendment have preferences, distribution rights and other provisions substantially equivalent to those of the Series C Preferred Stock.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of September 30, 2020, and December 31, 2019, we owned 100.0% and approximately 98.6%, respectively, of the outstanding OP Units. As of September 30, 2020, and December 31, 2019, there were 0 and 288,303 OP Units held by non-controlling OP Unitholders.
On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis. The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption. A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.
We did not issue any OP Units to noncontrolling OP Unitholders during the three or nine months ended September 30, 2020. Information regarding OP Units issued to noncontrolling OP Unitholders during the three and nine months ended September 30, 2019, is provided in the following table (dollars in thousands, except per-unit amounts):
Number of OP Units IssuedWeighted Average
Issuance Price per OP Unit
Aggregate Value(1)
288,303$11.41$3,290 
(1)Based on the closing stock price of the Company’s common stock on the date of issuance.
Information related to OP Units tendered for redemption during the three and nine months ended September 30, 2020 and 2019 is provided in the table below:
PeriodOP Units Tendered for RedemptionShares of Common Stock Issued
2020:
Three months ended September 30, 2020144,151144,151
Nine months ended September 30, 2020288,303288,303
2019:
Three months ended September 30, 201900
Nine months ended September 30, 2019570,879570,879
Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock. When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.
The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
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Registration Statement
On March 30, 2017, we filed a universal registration statement on Form S-3 (File No. 333-217042) with the SEC (the “2017 Registration Statement”) to replace our previous registration statement. The 2017 Registration Statement, which was declared effective by the SEC on April 12, 2017, permitted us to issue up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of 2 or more of such securities. Under the 2017 Registration Statement, we issued a total of 9,495,834 shares of common stock (excluding 1,215,565 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $117.4 million and 6,000,000 shares of Series B Preferred Stock for gross proceeds of approximately $147.5 million.
On March 6, 2020, we filed a universal registration statement on Form S-3 (File No. 333-236943) with the SEC (the “2020 Registration Statement”) to replace the 2017 Registration Statement. The 2020 Registration Statement, which was declared effective by the SEC on April 1, 2020, permits us to issue up to an aggregate of $1.0 billion in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of 2 or more of such securities. Through September 30, 2020, we had issued a total of 570,145 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $9.2 million and 420,196 shares of Series C Preferred Stock for gross proceeds of approximately $10.4 million under the 2020 Registration Statement.
In conjunction with the filing of the 2020 Registration Statement, we wrote off approximately $29,000 of unallocated costs associated with the initial filing of the 2017 Registration Statement. These costs were written off to professional fees, which is included within General and administrative expenses on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income, during the nine months ended September 30, 2020.
Equity Issuances
Series B Preferred Stock
On May 31, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Series B Offering”) of our 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an offering price of $25.00 per share. The Series B Preferred Stock was offered on a continuous, “reasonable best efforts” basis by Gladstone Securities, the dealer-manager for the Series B Offering. See Note 6, “Related-Party Transactions—Gladstone Securities—Series B Dealer-Manager Agreement,” for a discussion of the fees and commissions to be paid to Gladstone Securities in connection with the Series B Offering.
The following table provides information on sales of the Series B Preferred Stock that occurred during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per-share amounts):
PeriodNumber of
Shares Sold		Weighted-average
Offering Price per Share		Gross Proceeds
Net Proceeds(1)
2020(2):
Nine months ended September 30, 20201,229,531$24.52 $30,148 $27,664 
2019:
Three months ended September 30, 2019831,579$24.64 $20,487 $18,711 
Nine months ended September 30, 20192,330,65424.68 57,529 52,440 
(1)Net of Series B Selling Commissions and Series B Dealer-Manager Fees borne by us.
(2)The Series B Offering was completed during the three months ended March 31, 2020.
The following table provides information on redemptions of the Series B Preferred Stock that occurred during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per-share amounts):
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PeriodNumber of
Shares Redeemed		Weighted-average
Redemption Price per Share		Cash
Redemption
Paid
2020:
Three months ended September 30, 202016,417$22.68 $372 
Nine months ended September 30, 202029,33523.22 681 
2019:
Three months ended September 30, 20192,120$22.50 $48 
Nine months ended September 30, 20199,52022.50 214 
The Series B Offering was completed on March 5, 2020 (the “Series B Termination Date”), with the full 6,000,000 allotted shares being sold, and, exclusive of redemptions, resulted in total gross proceeds of approximately $147.5 million and net proceeds, after deducting Series B Selling Commissions, Series B Dealer-Manager Fees, and offering expenses payable by us, of approximately $133.4 million. Excluding Series B Selling Commissions and Series B Dealer-Manager Fees, we incurred approximately $1.6 million of total costs related to the Series B Offering, which were initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and were applied against the gross proceeds received from the offering through additional paid-in capital as shares of the Series B Preferred Stock were sold.
As of September 30, 2020, there was no public market for shares of the Series B Preferred Stock; however, subsequent to September 30, 2020, we successfully listed the Series B Preferred Stock on Nasdaq under the ticker “LANDO.” See Note 11, “Subsequent Events,” for a discussion of the listing of the Series B Preferred Stock.
Series C Preferred Stock
On February 20, 2020, we filed a prospectus supplement with the SEC for a continuous public offering of up to 400,000 shares of our newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share, and up to 120,000 shares of our Series C Preferred Stock pursuant to the DRIP at a price of $22.75 per share. No shares of the Series C Preferred Stock were sold pursuant to the prospectus supplement dated February 20, 2020.
On April 3, 2020, we filed a new prospectus supplement with the SEC for a continuous offering of up to 26,000,000 shares of the Series C Preferred Stock, which superseded and replaced the prospectus supplement dated February 20, 2020, for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of the Series C Preferred Stock. The Series C Offering permits us to sell up to 20,000,000 shares (the “Primary Series C Offering”) of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share and up to 6,000,000 shares of our Series C Preferred Stock pursuant to the DRIP at a price of $22.75 per share. See Note 6, “Related-Party Transactions—Gladstone Securities—Series C Dealer-Manager Agreement,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series C Offering.
The following table provides information on equity sales that have occurred during the three and nine months ended September 30, 2020 (dollars in thousands, except per-share amounts):
Period
Number of
Shares Sold(1)
Weighted Average
Offering Price
Per Share		Gross Proceeds
Net Proceeds(2)
Three months ended September 30, 2020289,494$24.82 $7,184 $6,586 
Nine months ended September 30, 2020420,19624.86 10,444 9,559 
(1)Excludes shares issued pursuant to the DRIP. During each of the three and nine months ended September 30, 2020, we issued approximately 34 shares of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of Series C Selling Commissions and Series C Dealer-Manager Fees.
As of September 30, 2020, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $225,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold. See Note 11, “Subsequent Events—Equity Activity—Series C Preferred Stock,” for sales of Series C Preferred Stock completed subsequent to September 30, 2020.
The Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either June 1, 2025 (unless terminated earlier or extended by our Board of Directors), or the date on which all 20,000,000 shares in the Primary
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Series C Offering are sold. There is currently no public market for shares of the Series C Preferred Stock; however, we intend to apply to list the Series C Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the Series C Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.
Common Stock
At-the-Market Program
On August 7, 2015, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”), as amended from time to time, with Cantor Fitzgerald & Co., Ladenburg Thalmann & Co., Inc., and Virtu Americas, LLC (each a “Sales Agent”), under which we were permitted to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $30.0 million (the “Prior ATM Program”). On May 12, 2020, we terminated the Prior ATM Program and entered into new equity distribution agreements with Virtu Americas, LLC, and Ladenburg & Co., Inc., under which we may issue and sell, from time to time and through the current Sales Agents, shares of our common stock having an aggregate offering price of up to $100.0 million (the “Current ATM Program,” and collectively with the Prior ATM Program, the “ATM Programs”).
The following table provides information on shares of common stock sold by the Sales Agents under the ATM Programs during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except per-share amounts):
PeriodNumber of
Shares Sold		Weighted-average
Offering Price Per Share		Gross Proceeds
Net Proceeds(1)
2020:
Three months ended September 30, 2020526,016$16.13 $8,483 $8,398 
Nine months ended September 30, 2020979,94514.94 14,638 14,491 
2019:
Three months ended September 30, 201978,008$12.01 $937 $923 
Nine months ended September 30, 2019148,55912.32 1,830 1,802 
(1)Net of underwriting commissions and discounts.
Distributions
The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three and nine months ended September 30, 2020 and 2019 are reflected in the table below.
Three months ended September 30,Nine months ended September 30,
Issuance2020201920202019
Series A Term Preferred Stock(1)
$0.3984375 $0.3984375 $1.1953125 $1.1953125 
Series B Preferred Stock(2)
0.375 0.375 1.125 1.125 
Series C Preferred Stock(2)
0.375 0 0.750 0 
Common Stock(3)
0.13440 0.13365 0.40245 0.40050 
(1)Treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)Of the aggregate dividends declared on the Series B Preferred Stock and Series C Preferred Stock by our Board of Directors on July 14, 2020, and July 9, 2019, approximately $797,000 and $433,000, respectively, was paid (as scheduled) by us on October 7, 2020, and October 3, 2019, respectively.
(3)The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.
NOTE 9. LEASE REVENUES
The following table sets forth the components of our lease revenues for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands, except for footnotes):
Three months ended September 30,Nine months ended September 30,
2020201920202019
Fixed lease payments(1)
$12,838 $10,131 $37,450 $26,236 
Variable lease payments(2)
1,151 881 4,457 967 
Lease revenues, net(3)
$13,989 $11,012 $41,907 $27,203 
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(1)Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the respective lease terms and includes the amortization of above-market lease values and lease incentives and the accretion of below-market lease values and other deferred revenue.
(2)Variable lease payments include participation rents, which are generally based on a percentage of the gross crop revenues earned on the farm, and reimbursements of certain property operating expenses by tenants. 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 and nine months ended September 30, 2020, we recorded participation rents of approximately $1.1 million and $1.2 million, respectively, and reimbursements of certain property operating expenses by tenants of approximately $19,000 and $441,000, respectively. During the three and nine months ended September 30, 2019, we recorded participation rents of approximately $848,000 and $874,000, respectively, and reimbursements of certain property operating expenses by tenants of approximately $33,000 and $93,000, respectively. In addition, during the nine months ended September 30, 2020, we received a lease termination payment of approximately $3.0 million.
(3)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
NOTE 9.10. EARNINGS PER SHARE OF COMMON STOCK
The following table sets forth the computation of basic and diluted earningsnet loss per common share for the three and nine months ended September 30, 20172020 and 2016,2019, computed using the weighted average number of shares outstanding during the respective periods. Net loss 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 earnings per share calculations,per-share calculation, as there would be no effect on the amounts since the non-controlling limited partners’OP Unitholders’ share of incomeearnings would also be added back to net income. Net income figures are presented net of non-controlling interests in the earnings per share calculations.loss.
  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2017 2016 2017 2016
  (Dollars in thousands, except per-share amounts)
Net (loss) income attributable to the Company $(221) $32
 $158
 $374
Weighted average number of common shares outstanding – basic and diluted 12,271,925
 10,018,331
 11,512,968
 10,001,466
(Loss) earnings per common share – basic and diluted $(0.02) $0.00
 $0.01
 $0.04
 Three months ended September 30,Nine months ended September 30,
 2020201920202019
(Dollars in thousands, except per-share amounts)(Dollars in thousands, except per-share amounts)
Net loss attributable to common stockholders$(837)$(644)$(1,981)$(1,860)
Weighted average shares of common stock outstanding – basic and diluted21,991,291 20,763,615 21,558,859 19,154,744 
Loss per common share – basic and diluted$(0.04)$(0.03)$(0.09)$(0.10)
The weighted-average number of OP Units held by non-controlling limited partnersOP Unitholders was 1,444,43516,452 and 1,447,633175,981 for the three and nine months ended September 30, 2017,2020, respectively, and 854,116222,494 and 613,446217,857 for the three and nine months ended September 30, 2016,2019, respectively.
NOTE 10.11. SUBSEQUENT EVENTS
Portfolio Activity
Acquisition Activity
On October 2, 2017,Subsequent to September 30, 2020, we added onto one of our existingacquired 4 new farms, by acquiring an adjacent, 1,280-acre farmwhich are summarized in Baca County, Colorado ("JJ Road"),the table below (dollars in thousands, except for $900,000. At closing, we entered into a sale-leaseback agreement with the sellerfootnotes):
Property
Name		Property
Location		Acquisition
Date		Total
Acres		No. of
Farms		Primary
Crop(s)		Lease
Term		Renewal
Options		Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
West Lost Hills Road(3)(4)(5)
Fresno, CA10/1/20208011Pistachios1.1 years4 (3 years)$31,828 $52 $1,560 
Tractor RoadBamberg & Orangeburg, SC10/23/20205973Sod9.5 yearsNone3,765 48 244 
1,3984$35,593 $100 $1,804 
(1)Acquisitions will be accounted for a 4-year, triple-net lease that includes one, 5-year extension option and provides for minimum annualized, straight-line rents of approximately $52,000. We will account for this acquisition as an asset acquisitionacquisitions in accordance with ASC 360. The figures above represent only costs paid or accrued for as of the date of this filing.
Financing Activity(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
On October 13, 2017, in(3)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(4)Lease provides for an initial term of 3.1 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(5)In connection with the acquisition of JJ Road,this property, we closed onalso acquired a term loan from Rabo AgriFinance,12.5% ownership interest in a related LLC, for $540,000. The loanthe sole purpose of which is scheduled to mature on October 1, 2022,own and will bear interest atmaintain a fixed ratepipeline conveying water to this and other neighboring properties.
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Table of 4.59% per annum throughout its term.Contents
Related-PartyFinancing Activity
On October 17, 2017, our TRS entered into an Assignment and Assumption of Agricultural Lease (the "Assigned TRS Lease") with the previously-existing tenant on one of our farms located in Ventura County, California. The Assigned TRS Lease was then amended to shorten the lease term by two years (the new expiration date is July 31, 2018) and to remove any tenant renewal options. All other terms of the lease remained unchanged, including the rental amounts. In addition, in connection with the initial operations on the farm, on October 17, 2017, our TRS issued a $1.7 million unsecured promissory note to the

Company that is scheduled to mature on July 31, 2018, and will bear interest at a rate equal to the prime rate plus a spread of 5.0% per annum.
As a result of this transaction, the amount of rent and interest our TRS pays to us (as the parent-landlord) will not be qualifying income for purposes of certain of our REIT tests; however, we do not expect such amounts to be at a level where we would be at risk of not qualifying as a REIT. In addition, any taxable income generated by our TRS (whose operations are consolidated within our financial statements) will be subject to regular corporate income taxes, which we will account for in accordance with the provisions of ASC 740, "Income Taxes." At this time, we are unable to estimate the amount of taxable income, if any, that will be generated by our TRS.
EquityBorrowing Activity
Redemption of OP Units
On October 6, 2017, 121,875 OP Units were tendered for redemption, and, on October 13, 2017, we issued 121,875 shares of common stock in exchange for 121,875 OP Units.
ATM Program
Subsequent to September 30, 2017,2020, through the date of this filing, we sold 31,038 shareshave entered into the following loan agreements (dollars in thousands):
LenderDate of
Issuance		Principal
Amount		Maturity
Date		Principal
Amortization		Stated
Interest
Rate		Interest Rate Terms
PGIM Real Estate Finance, LLC10/1/2020$19,042 7/1/202825.0 years2.47%Fixed throughout term
PGIM Real Estate Finance, LLC10/1/202019,096 7/1/202825.0 years2.45%Fixed throughout term
AgAmerica Lending, LLC10/23/20202,259 1/1/202830.0 years3.50%Fixed throughout term
Equity Activity
Equity Issuances
The following table provides information on equity sales that have occurred subsequent to September 30, 2020 (dollars in thousands, except per-share amounts):
Type of IssuanceNumber of
Shares Sold		Weighted Average Offering Price
Per Share		Gross Proceeds
Net Proceeds(1)
Series C Preferred Stock203,861$24.92 $5,081 $4,638 
Common Stock – Follow-on Offering(2)
1,897,50014.40 27,324 26,094 
(1)Net of our common stock at an average sales priceSeries C Selling Commissions and Series C Dealer-Manager Fees or underwriting commissions and discounts (in each case, as applicable).
(2)Includes the underwriters’ exercise of $13.39 per sharethe full over-allotment option in connection with the offering.
Equity Listing
Subsequent to September 30, 2020, we listed the Series B Preferred Stock on Nasdaq under the ATM Program for gross proceedsticker symbol “LANDO.” Trading of approximately $416,000 and net proceeds of approximately $409,000.the Series B Preferred Stock on Nasdaq commenced on October 19, 2020.
Distributions
On October 10, 2017,13, 2020, our Board of Directors authorized and we declared the following monthly cash distributions to common stockholders and holders of our Term Preferred Stock:preferred and common stock:
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Record Date Payment Date 
Distribution per
Common Share
 
Dividend per share of
Term Preferred Stock
October 20, 2017 October 31, 2017 $0.0441
 $0.1328125
November 20, 2017 November 30, 2017 0.0441
 0.1328125
December 19, 2017 December 29, 2017 0.0441
 0.1328125
Total:   $0.1323
 $0.3984375
IssuanceRecord DatePayment DateDistribution per Share
Series A Term Preferred Stock:October 23, 2020October 30, 2020$0.1328125 
November 20, 2020November 30, 20200.1328125 
December 23, 2020December 31, 20200.1328125 
Total Series A Term Preferred Stock Distributions:$0.3984375
Series B Preferred Stock:October 27, 2020November 5, 2020$0.125 
November 25, 2020December 4, 20200.125 
December 24, 2020January 5, 20210.125 
Total Series B Preferred Stock Distributions:$0.375
Series C Preferred Stock:October 27, 2020November 5, 2020$0.125 
November 25, 2020December 4, 20200.125 
December 24, 2020January 5, 20210.125 
Total Series C Preferred Stock Distributions:$0.375
Common Stock:October 23, 2020October 30, 2020$0.0449 
November 20, 2020November 30, 20200.0449 
December 23, 2020December 31, 20200.0449 
Total Common Stock Distributions:$0.1347
The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling limited partners of the Operating PartnershipOP Unitholders as of the above record dates.

COVID-19
In July 2020, we granted extensions of up to 123 days to 2 tenants who owed semi-annual rental payments totaling approximately $343,000. These payments were originally scheduled to be paid on July 1, 2020, and the rent deferrals we granted to these tenants extend the new due dates to be on or before November 1, 2020, with all other terms of the existing lease agreements remaining unchanged. These rental payments were collected in full subsequent to September 30, 2020. We have not received any other requests from tenants seeking relief as a result of COVID-19; however, no assurances can be made that we will not receive additional rent deferral or modification requests in the future.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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”“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"“Forward-Looking Statements” and “Risk Factors” in this report and our Annual Report on Form 10-K for the year ended December 31, 20162019 (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 mean Gladstone Land Corporation and its consolidated subsidiaries, except where it is made clear that the term refers only to Gladstone Land Corporation.
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged primarily in the business of owning and leasing farmland. With the exception of one farm in Ventura County, California, which is currently leased (on a temporary basis) to a wholly-owned subsidiary of ours, weWe are not a grower of crops, nor do we typically farm the properties we own. We currently own 73127 farms comprised of 63,07493,999 acres located across nine13 states in the U.S. (Arizona, California, Colorado, Florida, Michigan, Nebraska, North Carolina, Oregon, and Washington). We also own several farm-related facilities, such as cooling facilities, buildings utilized for the storage and assembly of boxes for shipping produce ("box barns"), packinghouses, processing facilities, and various storage facilities.
We conduct substantially all of our investment activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, approximately 92.5%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 taxedtreated as a taxable REIT subsidiary ("TRS"(“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 directly their salaries, benefits, and general expenses.
LeasesImpact of COVID-19 on our Business and Operations
General
Our farmsThe novel coronavirus (“COVID-19”) pandemic continues to evolve and is currently impacting most countries, communities, and markets. Global recessionary conditions are currently leasedexpected for the remainder of 2020 as a direct result of the COVID-19 pandemic, although the actual impact and duration are unknown. Much of the United States economy continues to 49 different, third-partyslowly re-open, but at the same time, the COVID-19 pandemic is intensifying in many areas of the country. As a result, some jurisdictions have rolled back reopening plans, and more widespread reinstatement of directives and mandates requiring businesses to again curtail or cease normal operations remains a possibility.
The extent to which the COVID-19 pandemic may impact and may further impact our business, financial condition, liquidity, results of operations, or prospects depends on numerous evolving factors that are out of our control and that we are not able to predict at this time, including, but not limited to: (i) the nature, duration, and scope of the pandemic; (ii) governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic; (iii) the impact on economic activity from the pandemic (including the effect on market rental rates and farmland values, if any) and actions taken in response; (iv) the effect on our tenants and their farming operations, including any disruptions that would impact their ability to make rental payments to us (including, but not limited to, labor shortages and supply chain disruptions); and (v) the impact on credit markets and our ability to continue to secure debt financing.
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We do not believe that the ongoing COVID-19 pandemic has materially affected our operations or those of our tenants at this point in time. Most of our farmers initially experienced increased sales volumes and higher-than-average prices because the pandemic led the public to stockpile food and other necessities. However, such volumes and prices have recently returned to more normalized levels, though overall demand and pricing remains above that of the prior year.
In July 2020, we granted extensions of up to 123 days to two tenants who owed semi-annual rental payments totaling approximately $343,000. These payments were originally scheduled to be paid on July 1, 2020, and the rent deferrals we granted to these tenants extended the new due dates to be on or before November 1, 2020, with all other terms of the existing lease agreements remaining unchanged. Additional time was granted to these tenants due to delays in payments owed to them from their respective processors, which were primarily caused by the strict government-mandated lockdowns in the state of Michigan in response to COVID-19. These rental payments were collected in full in October 2020, and we have not received any further requests from tenants seeking relief as a result of COVID-19.
While we do not currently anticipate any additional requests from tenants for rent deferrals, if we do receive additional rent relief requests in the future from tenants that are either independent or corporate farming operations,have directly been materially and adversely impacted by the ongoing COVID-19 pandemic, as of October 17, 2017, one farm is leasedassessed by us, in exchange for granting any such relief, we intend to our TRS.We primarilyseek certain terms in exchange for granting such relief, if any, including, but not limited to, extended lease our farms on a triple-net basis, an arrangement under which the tenant is required to pay the related taxes, insurance costs (including drought insuranceterms, increased rent, and near-term rent deferral repayments. In addition, if we were to acquire propertiesgrant any rent deferrals or modifications, we anticipate that depend upon rainwaterany such agreements would include partial payments in exchange for irrigation), maintenance and other operating costs. Generally, our leases will have originalrent deferrals of varying terms, ranging from 3with all deferred amounts to 10 years for farms growing row crops and 5be paid back to 15 years for farms growing permanent crops and will contain built-in rental rate increases. Currently, our 73 farmsus over a specified, short-term period. At this time, we are leased under agricultural leases with original terms ranging from 1unable to 15 years, with 47 farms leased on a pure triple-net basis, 24 farms leased on a partial-net basis (with the landlord responsible for all or a portion of the related property taxes), and 2 farms leased on a gross basis (with the landlord responsible for the related property taxes, insurance, and maintenance on the property). Additionally, 12 of our farms are leased under agreements that include a variable rent component based onquantify the success of the farms' harvests each year.

Lease Expirations
Farm leases are often short-term in nature, so in any given year, we may have multiple leases up for renewal or extension. The following table summarizes the lease expirations by year for the properties owned as of September 30, 2017, and with leases currently in place (dollars in thousands):
Year Number of Expiring Leases Expiring Leased Acreage % of Total Acreage Rental Revenue for the Nine Months Ended September 30, 2017 % of Total Revenue
2017 1
(1) 
— —% $24
 0.1%
2018 5  4,839 7.8% 665
 3.6%
2019 4  157 0.3% 113
 0.6%
2020 13  28,666 46.4% 6,178
 33.8%
2021 5  6,954 11.3% 1,455
 8.0%
2022 3  269 0.4% 451
 2.5%
Thereafter 25  20,909 33.8% 9,416
 51.4%
Totals 56  61,794 100.0% $18,302
 100.0%
(1)
Represents one oil and gas lease which continues on a year-to-year basis.
Recent Developments
Investment, Leasing and Other Portfolio Activity
Property Acquisitions
Since July 1, 2017, through the date of this filing, we have acquired eight farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Property
Name
 
Property
Location
 
Acquisition
Date
 
Total
Acreage
 
No. of
Farms
 
Primary
Crop(s)
 
Lease
Term
 
Renewal
Options
 
Total
Purchase
Price
 
Acquisition
Costs(1)
 
Annualized
Straight-line
Rent(2)
 
Phelps Avenue Fresno, CA 7/17/2017 847 4 Pistachios and Almonds 10.3 years 1 (5 years) $13,603
 $43
 $681
(3) 
Parrot Avenue(4)
 Okeechobee, FL 8/9/2017 1,910 1 Misc. Vegetables 0.5 years None 9,700
 64
 488
 
Cat Canyon Road(5)
 Santa Barbara, CA 8/30/2017 361 1 Wine Grapes 9.8 years 2 (5 years) 5,375
 67
 322
 
Oasis Road Walla Walla, WA 9/8/2017 746 1 Apples, Cherries, and Wine Grapes 6.3 years None 9,500
 45
 480
(3) 
JJ Road Baca, CO 10/2/2017 1,280 1 Grass Hay and Alfalfa 4.3 years 1 (5 years) 900
 26
 52
 
      5,144 8       $39,078
 $245
 $2,023
 
(1)
Acquisition accounted for as an asset acquisition under ASC 360. As such, all acquisition-related costs were capitalized and allocated among the identifiable assets acquired. The figures above represent only the costs paid or accrued for as of the date of this filing.
(2)
Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.
(3)
Leases also provide for a variable rent component based on the gross crop revenues earned on the property. The figures above represent only the minimum cash rents guaranteed under the lease.
(4)
In connection with the acquisition of this property, we executed a 6-year, follow-on lease with a new tenant that begins upon the expiration of the 7-month lease assumed at acquisition. The follow-on lease includes two, 6-year extension options and provides for minimum annualized straight-line rents of approximately $542,000. In addition, in connection with the execution of the follow-on lease, we committed to providing up to $1.0 million of capital for certain irrigation and property improvements. As stipulated in the follow-on lease, we will earn additional rent income on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year's minimum cash rent per the follow-on lease).
(5)
In connection with the acquisition of this property, we committed up to $4.0 million of capital to fund the development of additional vineyard acreage on the property. As stipulated in the lease agreement, we will earn additional rental income on the total cost of the project as the capital is disbursed by us at rates specified in the lease.

Existing Properties
Lease Renewals
During the three months ended September 30, 2017, we renewed the final two agricultural leases that were originally scheduled to expire in 2017. Each of these leases (which were on two of our farms in California) were renewed for an additional three years for total annualized rents of approximately $1.1 million, representing a decrease of approximately 12.5% (or approximately $163,000) from that of the prior leases. These renewals were executed without incurring any downtime on the respective farms, and no leasing commissions or tenant improvements were incurred in connection with these renewals.
Project Completion
In connection with the lease we executed upon our acquisition of an 854-acre farm in California in September 2015, we agreed to fund the development of the property into an almond orchard. The development included the removal of 274 acres of old grape vineyards, the installation of a new irrigation system, including the drilling of four new wells, and the planting of over 800 acres of new almond trees. We completed the project during the three months ended September 30, 2017, at a total cost of approximately $8.4 million, and, as a result, we expect to receive approximately $5.2 million of additional rent throughout the term of the lease, which expires January 9, 2031.
TRS Lease Assumption
On October 17, 2017, our TRS entered into an Assignment and Assumption of Agricultural Lease (the "Assigned TRS Lease") with the previously-existing tenant on one of our farms located in Ventura County, California. The Assigned TRS Lease was then amended to shorten the lease term by two years (the new expiration date is July 31, 2018) and to remove any tenant renewal options. All other terms of the lease remained unchanged, including the rental amounts. In addition, in connection with the initial operations on the farm, on October 17, 2017, our TRS issued a $1.7 million unsecured promissory note to the Company that is scheduled to mature on July 31, 2018, and will bear interest at a rate equal to the prime rate plus a spread of 5.0% per annum.
As a result of this transaction,tenant’s financial prospects, the amount of any future relief requests from tenants, or the outcome of any future relief package negotiations, if such relief is granted.
In addition, while public equity markets have experienced significant volatility lately, we do not believe there will be a credit freeze in agricultural lending in the near term that will have a material adverse impact on us. Further, we are in compliance with all of our debt covenants, and we believe we currently have adequate liquidity to cover all near-term debt obligations and operating expenses.
We currently expect values of our farmland portfolio to remain stable, and with the exception of the rent deferrals granted to the two aforementioned tenants in July 2020, we expect rental payments to continue to be paid on time for at least the foreseeable future. However, we will continue to monitor the overall situation and interest our TRS pays to us (asportfolio and may take actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the parent-landlord)best interests of our personnel, tenants, or stockholders. There can be no assurance that our business and financial and operational results will not be qualifying income for purposes of certain of our REIT tests; however,impacted by the COVID-19 pandemic or that we do not expect such amounts to be at a level where we are at risk of not qualifying as a REIT. In addition, any taxable income generated by our TRS (whose operations are consolidated within our financial statements) will be subjectable to regular corporate income taxes, which we will account forpay distributions to our stockholders in accordance with the provisions of ASC 740, "Income Taxes." We are unable to estimatefuture at the amount of taxable income, if any, that will be generated by our TRS.
Financing Activity
Debt Activity
Since July 1, 2017, through the date of this filing, we have entered into the following loan agreements (dollars in thousands):
Lender(1)
 
Dates of
Issuance
 
Principal
Amount
 
Maturity
Date
 
Principal
Amortization
 
Stated Interest Rate Terms(2)
Farm Credit CFL(3),(4)
 7/13/2017 $5,472
 8/1/2022 28.4 years 4.47%, fixed throughout term
Farm Credit West(5)
 7/17/2017 8,162
 5/1/2037 20.0 years 4.31%, fixed through 7/31/2024 (variable thereafter)
Farm Credit FL 8/9/2017 5,820
 3/1/2037 19.5 years 4.70%, fixed through 2/29/2024 (variable thereafter)
Farmer Mac 8/30/2017 3,225
 8/30/2024 None 4.05%, fixed throughout term
NW Farm Credit 9/8/2017 5,460
 9/1/2024 39.6 years 4.41%, fixed throughout term
MetLife(6)
 9/19/2017 27,450
 1/5/2029 28.6 years 3.85%, fixed through 1/4/2027
Rabo AgriFinance 10/13/2017 540
 10/1/2022 25.0 years 4.59%, fixed throughout term
    $56,129
      
(1)
For further discussion on borrowings from each of these lenders, refer to Note 4, "Borrowings," in the notes to our accompanying condensed consolidated financial statements.
(2)
Where applicable,same rate, is before interest patronage, or refunded interest.
(3)
In April 2017, we received interest patronage from Farm Credit CFL representing a 15.8% refund of the interest accrued on all borrowings from Farm Credit CFL during the year ended December 31, 2016. This interest patronage reduced the interest rates on our borrowings from Farm Credit CFL during the year ended December 31, 2016, from a weighted-average stated interest rate of 3.47% to a weighted-average effective interest rate of 2.93%. We are unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2017 on our Farm Credit CFL borrowings.
(4)
During the three months ended September 30, 2017, we amended four existing loan agreements with Farm Credit CFL to increase the loan amounts and adjust the principal amortization and interest rate terms as shown in the table above. The amount presented in the table above represents the total additional funds advanced under the four loans. The new terms of each of these four loans are pari passu with one another.

(5)
In February 2017, we received interest patronage from Farm Credit West representing a 21.3% refund of the interest accrued on all borrowings from Farm Credit West during the year ended December 31, 2016. This interest patronage reduced the interest rates on our borrowings from Farm Credit West during the year ended December 31, 2016, from a weighted-average stated interest rate of 3.59% to a weighted-average effective interest rate of 2.83%. We are unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2017 on our Farm Credit West borrowings.
(6)
This balance was drawn on the MetLife Term Notes, with the proceeds from the disbursement being used to repay a portion of the balance outstanding under the MetLife Lines of Credit (refer to Note 4, "Borrowings," in the notes to our accompanying condensed consolidated financial statements for definitions of each of these terms). The interest rate on the new disbursement under the MetLife Term Notes was blended with the interest rate in place for the previously-existing balance drawn, which resulted in a new, overall blended interest rate on the MetLife Term Notes of 3.30% per annum, which rate is fixed through January 4, 2027.
Proceeds from the above borrowings were used to fund new farm acquisitions, repay existing indebtedness, and for other general corporate purposes.
Equity Activity
September 2017 Offering
In September 2017, we completed an overnight offering of our common stock at public offering price of $12.25 per share (the “September 2017 Offering”). Including the underwriters' simultaneous exercise of their over-allotment option, we issued a total of 1,150,000 shares in connection with the September 2017 Offering, resulting in gross proceeds of approximately $14.1 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $13.4 million. We used the proceeds received from this offering to repay existing indebtedness (which, in turn, was used to fund future farmland acquisitions) and for other general corporate purposes.
At-the-Market Program
On August 7, 2015, we entered into equity distribution agreements ("Sales Agreements") with Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $30.0 million (the “ATM Program”). On April 13, 2017, we amended the Sales Agreements to reference the new universal registration statement on Form S-3 (File No. 333-217042) (the "2017 Registration Statement"), filed with the SEC on March 31, 2017, and declared effective on April 12, 2017. All other material terms of the Sales Agreements remained the same.
Since July 1, 2017, through the date of this filing, we sold 465,439 shares of our common stock under the ATM Program at an average sales price of $12.95 per share for gross proceeds of approximately $6.0 million and net proceeds of approximately $5.9 million. To date, we have sold 530,000 shares of our common stock at an average sales price of $12.62 per share under the ATM Program for gross proceeds of approximately $6.7 million and net proceeds of approximately $6.6 million.
OP Unit Redemptions
Since July 1, 2017, through the date of this filing, a total of 343,750 OP Units were tendered for redemption. As a result, the Company issued 171,875 shares of common stock (in exchange for 171,875 of the tendered OP Units), and we satisfied the redemption of the remaining 171,875 of the tendered OP Units with a cash payment of approximately $2.3 million (approximately $13.21 per OP Unit). Currently, there are 1,105,508 OP Units held by non-controlling limited partners outstanding, of which 871,556 are eligible to be tendered for redemption.

all.
Portfolio Diversity
Since our initial public offering in January 2013 (the “IPO”), we have expanded our portfolio from 12 farms leased to 7 different, unrelated tenants to a current portfolio of 73127 farms leased to 4975 different, unrelated third-party tenants (plus one related-party tenant).who grow over 50 different types of crops on our farms. While our focus remains in farmland suitable for growing fresh produce annual row crops, we have also begun to diversifydiversified our portfolio into farmland suitable for other crop types, including permanent crops consisting primarily of(e.g., almonds, blueberries, pistachios, and blueberries,wine grapes) and, to a lesser extent, certain commodity crops consisting primarily of corn(e.g., beans and beans. The following table summarizes the different sources of revenues for our properties with leases in place as of and for the nine months ended September 30, 2017 and 2016 (dollars in thousands):corn).
  As of and For the As of and For the Annualized GAAP
Rental Revenue as of
  Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 
September 30, 2017(1)
Revenue Source Total
Farmable
Acres		 % of 
Total
Farmable
Acres		 Rental
Revenue		 % of 
Total
Revenue		 Total
Farmable
Acres		 % of 
Total
Farmable
Acres		 Rental
Revenue		 % of 
Total
Revenue		 Total Rental
Revenue		 % of 
Total
Revenue
Annual row crops – fresh produce(2)
 14,935 30.1% $10,926
 59.7% 9,768 34.9% $8,303
 67.0% $14,988
 55.3%
Annual row crops – commodity crops(3)
 28,851 58.1% 2,645
 14.4% 14,132 50.6% 1,206
 9.8% 4,436
 16.3%
Subtotal – Total annual row crops 43,786 88.2% 13,571
 74.1% 23,900 85.5% 9,509
 76.8% 19,424
 71.6%
Permanent crops(4)
 5,881 11.8% 3,272
 17.9% 4,058 14.5% 1,587
 12.8% 5,683
 21.0%
Subtotal – Total crops 49,667 100.0% 16,843
 92.0% 27,958 100.0% 11,096
 89.6% 25,107
 92.6%
Facilities and other(5)
 — — 1,459
 8.0% — — 1,292
 10.4% 2,005
 7.4%
Total 49,667 100.0% $18,302
 100.0% 27,958 100.0% $12,388
 100.0% $27,112
 100.0%
(1)
Annualized GAAP rental revenue is based on the minimum rental payments required per the leases in place as of September 30, 2017, and includes the amortization of any above-market lease values or accretion of any below-market lease values, deferred revenue and tenant improvements.
(2)
Includes berries and other fruits, such as blackberries, melons, raspberries, and strawberries; and vegetables, such as arugula, broccoli, cabbage, carrots, celery, cilantro, cucumbers, edamame, green beans, kale, lettuce, mint, onions, peas, peppers, potatoes, radicchio, spinach, and tomatoes.
(3)
Includes alfalfa, barley, corn, edible beans, grass, popcorn, soybeans, and wheat.
(4)
Includes almonds, apples, avocados, blueberries, cherries, lemons, pistachios, and wine grapes.
(5)
Consists primarily of rental revenue from: (i) farm-related facilities, such as coolers, packinghouses, distribution centers, residential houses for tenant farmers and other farm-related buildings; (ii) two oil and gas surface area leases on small parcels of two of our properties; and (iii) unimproved or non-farmable acreage on certain of our farms.
OurThe acquisition of 61additional 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 propertiesfarms owned and with leases in place as of and for the nine months ended September 30, 20172020 and 20162019 (dollars in thousands):
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Table of Contents
 As of and For the As of and For the 
Annualized GAAP
Rental Revenue as of
 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 
September 30, 2017(1)
 As of and For the nine months ended September 30, 2020As of and For the nine months ended September 30, 2019
State 
Total
Acres
 
% of
Total
Acres
 
Rental
Revenue
 
% of 
Total
Rental
Revenue
 
Total
Acres
 
% of
Total
Acres
 
Rental
Revenue
 
% of 
Total
Rental
Revenue
 
Total
Rental
Revenue
 
% of 
Total
Rental
Revenue
StateNumber
of
Farms		Total
Acres		% of
Total
Acres		Lease
Revenue		% of Total
Lease
Revenue		Number
of
Farms		Total
Acres		% of
Total
Acres		Lease
Revenue		% of Total
Lease
Revenue
California(2)
 7,921 12.8% $8,749
 47.8% 6,516 19.3% $6,986
 56.4% $12,356
 45.6%
California(1)
California(1)
4617,95419.4%$22,153 52.9%4113,73116.8%$13,872 51.0%
Florida 11,225 18.2% 4,839
 26.5% 5,567 16.5% 2,408
 19.4% 7,000
 25.8%Florida2320,77022.4%10,006 23.9%2320,77025.5%7,785 28.6%
ArizonaArizona66,2806.8%4,272 10.2%66,2807.7%1,609 5.9%
Colorado 30,170 48.8% 2,018
 11.0% 13,575 40.1% 951
 7.7% 2,691
 9.9%Colorado1232,77335.4%2,501 6.0%1031,44838.5%2,126 7.8%
Arizona 6,280 10.2% 1,114
 6.1% 3,000 8.9% 544
 4.4% 2,414
 8.9%
Oregon 2,313 3.7% 887
 4.8% 2,313 6.8% 877
 7.1% 1,202
 4.4%
Nebraska 2,559 4.2% 435
 2.4% 2,559 7.6% 435
 3.5% 580
 2.2%Nebraska97,7828.4%1,159 2.7%33,2544.0%264 1.0%
Michigan 270 0.4% 187
 1.0% 270 0.8% 187
 1.5% 250
 0.9%Michigan159621.0%554 1.3%159621.2%259 1.0%
OregonOregon34180.5%395 0.9%34180.5%386 1.4%
WashingtonWashington17460.8%368 0.9%17460.9%383 1.4%
TexasTexas13,6674.0%337 0.8%13,6674.5%394 1.4%
North Carolina 310 0.5% 42
 0.2% — —% —
 —% 127
 0.5%North Carolina23100.3%120 0.3%23100.4%125 0.5%
Washington 746 1.2% 31
 0.2% — —% —
 —% 492
 1.8%
 61,794 100.0% $18,302
 100.0% 33,800 100.0% $12,388
 100.0% $27,112
 100.0%
MarylandMaryland47590.8%35 0.1%———%$— —%
DelawareDelaware11800.2%7 —%———%$— —%
TOTALSTOTALS12392,601100.0%$41,907 100.0%10581,586100.0%$27,203 100.0%
(1)
Annualized GAAP rental revenue is based on the minimum rental payments required per the leases in place as of September 30, 2017, and includes the amortization of any above-market lease values and lease incentives or accretion of any below-market lease values, deferred revenue, and tenant improvements.
(2)
According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across four of these growing regions.

(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
We believe that our geographic diversity mitigates our exposure to certain economic issues (including those as a result of COVID-19) in any one geographic market or area.
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 or semi-annual basis, with such rent typically subject to periodic escalation clauses included within the lease. Currently, 94 of our farms are leased on a pure, triple-net basis, 30 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), and 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs). Additionally, 33 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 of September 30, 2020 (dollars in thousands):
Year
Number of
Expiring
Leases(1)
 Expiring
Leased
Acreage		% of Total
Acreage		Lease Revenues for the
Nine Months Ended
September 30, 2020		% of Total
Lease
Revenues
2020223,97825.9%$826 2.0%
202198,9359.6%1,911 4.6%
202245500.6%1,081 2.6%
202311  6,2666.8%4,492 10.7%
20245  6,2436.7%1,716 4.1%
Thereafter46  46,62950.4%29,018 69.2%
Other(2)
6——%2,863 6.8%
Totals83  92,601100.0%$41,907 100.0%
(1)Certain lease agreements encompass multiple farms.
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(2)Consists of ancillary leases (e.g., oil, gas, and mineral leases, telecommunications leases, etc.) with varying expirations on certain of our farms. In addition, includes a net amount of approximately $2.8 million of lease revenue recorded as a result of an early lease termination on one of our properties (see below, under “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity—Lease Termination” for additional information).
We currently have three agricultural leases scheduled to expire within the next six months (all located in Colorado). 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 each of the leases at their respective current market rental rates without incurring any downtime on any of the farms. Overall, we currently anticipate the rental rates on these lease renewals to remain relatively flat compared to the respective 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
Portfolio Activity
Property Acquisitions
Since July 1, 2020, through the date of this filing, we have acquired 12 farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Property
Name		Property
Location		Acquisition
Date		Total
Acreage		No. of
Farms		Primary
Crop(s)		Lease
Term		Renewal
Options		Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
Mt. HermonWicomico & Caroline, MD, and Sussex, DE8/31/20209395Sod & vegetables10.0 years2 (5 years)$7,346 $211 $432 
Firestone Avenue(3)(4)(5)
Fresno, CA9/3/20202,5343Pistachios and misc. organic & conventional vegetables1.2 years2 (5 years)31,833 74 1,734 
West Lost Hills Road(3)(6)(7)
Fresno, CA10/1/20208011Pistachios1.1 years4 (3 years)31,828 52 1,560 
Tractor RoadBamberg & Orangeburg, SC10/23/20205973Sod9.5 yearsNone3,765 48 244 
4,87112$74,772 $385 $3,970 
(1)Includes approximately $38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred. The figures above represent only costs paid or accrued for as of the date of this filing.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(4)Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(5)In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets. See Note 3, “Real Estate and Intangible Assets—Investments in Unconsolidated Entities,” within the accompanying notes to our condensed consolidated financial statements for further information on our aggregate ownership interest in this LLC.
(6)Lease provides for an initial term of 3.1 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(7)In connection with the acquisition of this property, we also acquired a 12.5% ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.

Existing Properties
Property Add-on
In connection with the acquisition of a 366-acre vineyard located in Napa, California (“Withers Road”), on August 28, 2019, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property by February 25, 2020 (the “Permit Deadline”). In addition, if approval was obtained, we also committed to contribute up to $40,000 per approved acre for the development of such vineyards. While approval of the additional plantings was not received from the County of Napa by the Permit Deadline, in March 2020, we executed an agreement with the tenant on Withers Road to extend the Permit Deadline until August 24, 2020.
In April 2020, we received notification from the County of Napa informing us that it had approved of additional vineyard plantings on 38.7 acres of the property. As such, in May 2020, we paid additional compensation related to this acquisition of
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approximately $3.2 million. As a result, and pursuant to a lease amendment, we will earn additional straight-line rental income of approximately $335,000 per year throughout the remaining term of the lease, which expires on December 31, 2029. We will also earn additional rent on any of the aforementioned development costs as they are incurred by us.
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since July 1, 2020, through the date of this filing (dollars in thousands, except for footnotes):
PRIOR LEASESNEW LEASES
Farm
Locations		Number
of
Leases		Total
Farm
Acres
Total
Annualized
Straight-line
Rent(1)
# of Leases
with
Participation
Rents
Lease
Structures
(# of NNN
/ NN / N)(2)
Total
Annualized
Straight-line
Rent(1)
Wtd. Avg.
Term
(Years)		# of Leases
with
Participation
Rents
Lease
Structures
(# of NNN
/ NN / N)(2)
CA & FL4616$1,759 —2 / 2 / 0$1,796 5.3—3 / 1 / 0
(1)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents.
(2)“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.”
Financing Activity
Debt Activity
Since July 1, 2020, through the date of this filing, we have incurred the following new, long-term borrowings (dollars in thousands, except for footnotes; for further discussion on certain defined terms used below, refer to Note 4, “Borrowings,” within the accompanying notes to our condensed consolidated financial statements):
LenderDate of
Issuance		Principal
Amount		Maturity
Date		Principal
Amortization		Stated
Interest
Rate
Expected
Effective
Interest
Rate(1)
Interest Rate Terms
Farm Credit of the Virginias, ACA8/31/2020$4,481 9/1/203025.0 years3.99%3.24%Fixed throughout term
PGIM Real Estate Finance, LLC10/1/202019.042 7/1/202825.0 years2.47%2.47%Fixed throughout term
PGIM Real Estate Finance, LLC10/1/202019.096 7/1/202825.0 years2.45%2.45%Fixed throughout term
AgAmerica Lending, LLC10/23/20202.259 1/1/202830.0 years3.50%3.50%Fixed throughout term
(1)On borrowings from the various Farm Credit associations, we receive interest patronage, or refunded interest, which is typically received in the calendar year following the year in which the related interest expense was accrued. The expected effective interest rates reflected in the table above are the interest rates net of expected interest patronage, which is based on either historical patronage actually received (for pre-existing lenders whom we have received interest patronage from) or indications from the respective lenders of estimated patronage to be paid (for new lenders). See Note 4, “Borrowings,” in the accompanying notes to our condensed consolidated financial statements for additional information on interest patronage received in current and prior years.
Equity Activity
Series C Preferred Stock
On April 3, 2020, we filed a new prospectus supplement (which superseded and replaced a previously-filed prospectus supplement) with the SEC for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of our newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). Under the Series C Offering, we may sell up to 20,000,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Primary Series C Offering”) and up to 6,000,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) to those holders of the Series C Preferred Stock who do not elect to opt-out of such plan.
Assuming all shares of the Series C Preferred Stock are sold in both the Primary Series C Offering and through the DRIP, we expect the Series C Offering to result in gross proceeds of up to $636.5 million and net proceeds, after deducting selling commissions, dealer-manager fees, and estimated expenses of the offering payable by us, of up to approximately $591.5 million. We intend to use the net proceeds from the Series C Offering to repay existing indebtedness, to fund future acquisitions, and for other general corporate purposes.
See Note 6, “Related-Party Transactions—Gladstone Securities—Series C Dealer-Manager Agreement,” within the accompanying notes to our condensed consolidated financial statements for more details on the dealer-manager agreement entered into with Gladstone Securities in connection with the Series C Offering.
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The following table summarizes the sales of our Series C Preferred Stock that occurred since July 1, 2020, through the date of this filing (dollars in thousands, except per-share amounts and footnotes):
Number of
Shares Sold(1)
Weighted-average
Sales Price per Share		Gross Proceeds
Net Proceeds(2)
493,355$24.86 $12,265 $11,224 
(1)Excludes shares issued pursuant to the DRIP. From July 1 through the date of this filing, we issued approximately 56 shares of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $1.1 million (of which approximately $1.0 million was remitted by Gladstone Securities to unrelated third-parties involved in the offering, such as participating broker-dealers and wholesalers).
The Primary Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either June 1, 2025 (unless terminated earlier or extended by our Board of Directors), or the date on which all 20,000,000 shares in the Primary Series C Offering are sold. There is currently no public market for shares of the Series C Preferred Stock; however, we intend to apply to list the Series C Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the Series C Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.
Common Stock
At-the-Market Program
On May 12, 2020, we terminated the Prior ATM Program (as defined in Note 8, “Equity—Equity Issuances—Common Stock—At-the-Market-Program,” within the accompanying notes to our condensed consolidated financial statements) and entered into new equity distribution agreements with Virtu Americas, LLC, and Ladenburg & Co., Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through new Sales Agents, shares of our common stock having an aggregate offering price of up to $100.0 million (the “Current ATM Program,” and collectively with the Prior ATM Program, the “ATM Programs”). The following table summarizes the activity under the Current ATM Program from July 1, 2020, through the date of this filing (dollars in thousands):
Number of
Shares Sold		Weighted-average
Offering Price per Share		Gross Proceeds
Net Proceeds(1)
526,016$16.13 $8,483 $8,398 
(1)Net of underwriter commissions and discounts.
Follow-on Offering
In October 2020, we completed a public offering of our common stock. The following table summarizes the details of the offering, including the underwriters’ full exercise of the over-allotment option in connection of the offering (dollars in thousands, except per-share amounts):
Number of
Shares Sold		Weighted-average
Offering Price per Share		Gross Proceeds
Net Proceeds(1)
1,897,500$14.40 $27,324 $26,094 
(1)Net of underwriter discounts and commissions.
We used the proceeds received from this offering to repay existing indebtedness, fund property acquisitions, and for other general corporate purposes.
LIBOR Transition
The majority of our debt is at fixed rates, and we currently have very limited exposure to variable-rate debt based upon the London Interbank Offered Rate (“LIBOR”), which is anticipated to be phased out during late 2021. LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”), which will incorporate certain overnight repo market data collected from multiple data sets. The current intent is to adjust the SOFR to minimize the differences between the interest that a borrower would be paying using LIBOR versus what it will be paying SOFR. We are currently monitoring the transition and cannot yet assess whether SOFR will become a standard rate for variable-rate debt. However, as our lines of credit with MetLife are currently based upon one-month LIBOR, we expect we will need to renegotiate this agreement in the future. Assuming that SOFR replaces LIBOR and is appropriately adjusted, we expect the transition to result in a minimal impact to our overall operations.
Our Adviser and Administrator
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We are externally managed pursuant to a contractual investment advisory arrangement (the “Advisory Agreement”)arrangements with our Adviser underand our Administrator (both affiliates of ours), which our Adviser directly employs certaincollectively employ all of our personnel and payspay their payroll,salaries, benefits, and general expenses directly,directly. The investment advisory agreement with our Adviser that was in effect through March 31, 2017, and our Administrator provides administrative services to us pursuant to a separatethe current administration agreement with our Administrator (the “Administration Agreement”). Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by Mr. David Gladstone, our chairman and chief executive officer. In addition, two of our executive officers, Mr. Gladstone and Mr. Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator. Mr. Michael LiCalsi, our general counsel and secretary, also serves as our Administrator’s president. On April 11, 2017, we entered into a Second Amended and Restated Investment Advisory Agreement (the "Amended Advisory Agreement")became effective February 1, 2013. The advisory agreement with our Adviser that became effective beginningwas in effect through June 30, 2019 (the “Prior Advisory Agreement”), was amended and restated on July 9, 2019 (as amended, the “2019 Advisory Agreement”), and again amended and restated on January 14, 2020 (as amended, the “2020 Advisory Agreement,” and, together with the three months ended June 30, 2017. Our entrance into the AmendedPrior Advisory Agreement wasand the 2019 Advisory Agreement, the “Advisory Agreements”). The Administration Agreement and each of the Advisory Agreements were approved unanimously by our board of directors, including specifically, our independent directors.
A summary of each of the Advisory Agreement and the Administration Agreement is provided in Note 6 to our consolidated financial statements in our 2016 Form 10-K. A summary of the compensation terms for each of the Amended Advisory Agreements and the Administration Agreement is below.
AmendedAdvisory Agreements
Pursuant to each of the Prior Advisory Agreement (which was in effect from April 1, 2017, through June 30, 2019), the 2019 Advisory Agreement (which was in effect from July 1, 2019, through December 31, 2019), and the 2020 Advisory Agreement (which has been in effect since January 1, 2020), our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The 2019 Advisory Agreement modified the calculation of the base management and incentive fees to exclude preferred equity from such calculations, while the capital gains and termination fees remained unchanged. The 2020 Advisory Agreement revised and replaced the previous calculation of the base management fee, which was previously based on equity, with a calculation based on gross real estate assets (in each case, as further described below), while all other fees remained unchanged. 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 AmendedPrior Advisory Agreement, effective beginning with the three months ended June 30, 2017, our Adviser is compensated as follows:
Aa base management fee iswas paid quarterly and will bewas calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter'squarter’s total adjusted equity, which iswas defined as total equity plus total mezzanine equity, if any each(each as reported on our balance sheet,sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items ("(“Total Adjusted Equity"Equity”).
AnPursuant to the 2019 Advisory Agreement, a base management fee was paid quarterly and was calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter’s total adjusted common equity, which was defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Common Equity”).
Under the 2020 Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.50% (0.125% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, irrigation and drainage systems, horticulture, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter. Relevant to prior agreements with our Adviser, which calculated the management fee based on an equity component, management believes the updated fee calculation pursuant to the 2020 Advisory Agreement provides for a more direct correlation between the fee paid to our Adviser and the assets our Adviser is responsible for managing. The following table compares what the historical base management fee has been on an actual basis for the years ended December 31, 2019, 2018, and 2017, versus what it would have been had the 2020 Advisory Agreement been in place during each of those years (dollars in thousands):
For the Years Ended December 31,
201920182017
Actual gross base management fee(1)
$3,623 $2,837 $2,041 
Hypothetical gross base management fee(2)
3,150 2,433 2,010 
Hypothetical increase (decrease) in base management fee$(473)$(404)$(31)
(1)Actual figures calculated pursuant to the agreements with our Adviser in place during the respective periods.
(2)Calculated as if the 2020 Advisory Agreement had been in place as of January 1, 2017.
In addition, had the 2019 Advisory Agreement been in place during the three and nine months ended September 30, 2020, the hypothetical base management fee would have been approximately $862,000 and $2.6 million, respectively, as compared to the
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actual base management fee calculated under the 2020 Advisory Agreement of approximately $1.1 million and $3.2 million, respectively. We are unable to project the impact of the 2020 Advisory Agreement on the base management fee going forward and how it might compare to that of the 2019 Advisory Agreement or the Prior Advisory Agreement, as we are unable to estimate the amount of equity to be issued or new tangible assets to be acquired in future periods.
During the three and nine months ended September 30, 2019, our Adviser granted us certain non-contractual, unconditional, and irrevocable waivers (as discussed further below, under “—Results of Operations—Operating Expenses—Related-Party Fees”), which were applied as credits against the base management fee for the period. We did not have any such waivers for the three or nine months ended September 30, 2020.
Incentive Fee
Pursuant to the Prior Advisory Agreement, an incentive fee was calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Equity.
Under each of the 2019 Advisory Agreement and the 2020 Advisory Agreement, an incentive fee was and is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO (as defined below) for a particular quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter'squarter’s Total Adjusted Common Equity.
For purposes of thisthe calculation of the Incentive Fee, Pre-Incentive Fee FFO iswas defined in each of the Amended Advisory AgreementAgreements as FFO (as(also as defined in each of the Amended Advisory Agreement)Agreements) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that arewere not treated as a liability for GAAP purposes. Our Adviser willwould receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO doesdid 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 exceedsexceeded the hurdle rate but iswas 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).
A capital gains-based incentive fee is calculated and payable in arrears at the end of each fiscal year (or upon termination of the Amended Advisory Agreement). The capital gains fee shall equal (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paid in prior periods. For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property's original acquisition price plus any subsequent, non-reimbursed capital improvements). At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid.
In the event of our termination of the Amended Advisory Agreement (or in the event of non-renewal by us) for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.
We expect this amendment to result in an increase to our base management fee in future periods, as the previous base management fee calculation did not include non-controlling interests in our Operating Partnership. In addition, if, in the future, we choose to issue either securities that are classified as mezzanine equity or preferred stock that is required to be treated as permanent equity under GAAP, these amounts will increase the base on which our base management fee is calculated, whereas they were excluded in the from the calculation of our base management fee before the Amended Advisory Agreement went into effect. However, we expect our overall incentive fee (including the capital gains-based incentive fee) to be lower in future periods due to: (i) a higher base management fee (which will result in a lower Pre-Incentive Fee FFO) and (ii) a lower fee on any capital gains we may realize, as the previous incentive fee calculation essentially included a 20% fee on realized capital gains.

Critical Accounting Policies
The preparation of our financial statements in accordance with U.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 2016 Form 10-K. There were no material changes to our critical accounting policies during the nine months ended September 30, 2017.2020.
Smaller Reporting Company Status
We currently qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $250 million or less than $100 million in annual revenues for the previous year and no public float. Companies can also qualify as a smaller reporting company if they have annual revenues of less than $100 million for the previous year and a public float of less than $700 million. As a smaller reporting company, we have reduced disclosure requirements for our public filings, including the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
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 ended September 30, 20172020 versus 2016:2019:
◦Same-property basis represents properties that were owned as of June 30, 2016, and were not vacant at any point during either period presented;
◦Properties acquired during the prior-year period are properties acquired during the three months ended September 30, 2016;
◦Properties acquired subsequent to prior-year period are properties acquired subsequent to September 30, 2016; and
◦Properties with vacancy represent properties that were vacant at any point during either period presented (we had one property that was vacant for a portion of the three months ended September 30, 2016).
◦Same-property basis represents farms owned as of June 30, 2019, and were not vacant at any point during either period presented;
◦Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to June 30, 2019. From July 1, 2019, through September 30, 2020, we acquired 37 new farms and did not have any farm dispositions; and
◦Vacant or self-operated properties represent farms that were either vacant (either wholly or partially) or operated by a wholly-owned subsidiary of ours at any point during either period presented. We did not have any vacant farms during either of the three months ended September 30, 2020 or 2019.
•With regard to the comparison between the nine months ended September 30, 20172020 versus 2016:2019:
◦Same-property basis represents properties that were owned as of December 31, 2015, and were not vacant at any point during either period presented;
◦Properties acquired during the prior-year period are properties acquired during the nine months ended September 30, 2016;
◦Properties acquired subsequent to prior-year period are properties acquired subsequent to September 30, 2016; and
◦Properties with vacancy represent properties that were vacant at any point during either period presented (we had one property that was vacant for a portion of the nine months ended September 30, 2016).

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◦Same-property basis represents farms owned as of December 31, 2018, and were not vacant at any point during either period presented;
◦Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2018. From January 1, 2019, through September 30, 2020, we acquired 38 new farms and did not have any farm dispositions; and
◦Vacant or self-operated properties represent farms that were either vacant (either wholly or partially) or operated by a wholly-owned subsidiary of ours at any point during either period presented. We had two farms that were vacant for a portion of the nine months ended September 30, 2019.
A comparison of our operating results for the three and nine months ended September 30, 20172020 and 20162019 is below (dollars in thousands):
  For the Three Months Ended September 30,    
  2017 2016 $ Change % Change
Operating revenues:        
Rental revenues $6,561
 $4,467
 $2,094
 46.9%
Tenant recovery revenue 3
 2
 1
 50.0%
Total operating revenues 6,564
 4,469
 2,095
 46.9%
Operating expenses:        
Depreciation and amortization 2,051
 1,432
 619
 43.2%
Property operating expenses 257
 161
 96
 59.6%
Acquisition-related expenses 22
 123
 (101) (82.1)%
Management and incentive fees, net of fee credits 730
 407
 323
 79.4%
Administration fee 211
 184
 27
 14.7%
General and administrative 374
 356
 18
 5.1%
Total operating expenses 3,645
 2,663
 982
 36.9%
Operating income 2,919
 1,806
 1,113
 61.6%
Other income (expense)        
Other income 4
 2
 2
 100.0%
Interest expense (2,634) (1,554) (1,080) 69.5%
Distributions on Term Preferred Stock (458) (219) (239) 109.1%
Loss on disposal of real estate asset (78) —
 (78) NM
Total other expense (3,166) (1,771) (1,395) 78.8%
Net (loss) income (247) 35
 (282) (805.7)%
Plus (less) net loss (income) attributable to non-controlling interests 26
 (3) 29
 (966.7)%
Net (loss) income attributable to the Company $(221) $32
 $(253) (790.6)%
 For the Three Months Ended September 30,  
 20202019$ Change% Change
Operating revenues:
Lease revenue:
Fixed lease payments$12,838 $10,131 $2,707 26.7%
Variable lease payments – participation rents1,132 848 284 33.5%
Variable lease payments – tenant reimbursements19 33 (14)(42.4)%
Total operating revenues13,989 11,012 2,977 27.0%
Operating expenses:
Depreciation and amortization3,909 3,419 490 14.3%
Property operating expenses287 536 (249)(46.5)%
Base management and incentive fees, net of credits1,899 862 1,037 120.3%
Administration fee344 311 33 10.6%
General and administrative expenses419 447 (28)(6.3)%
Total operating expenses, net of credits6,858 5,575 1,283 23.0%
Operating income7,131 5,437 1,694 31.2%
Other income (expense):
Other income323 62 261 421.0%
Interest expense(5,202)(4,401)(801)18.2%
Dividends declared on Series A Term Preferred Stock(458)(458)— —%
Loss on dispositions of real estate assets, net(195)(134)(61)45.5%
Property and casualty recovery, net1 17 (16)(94.1)%
Loss from investments in unconsolidated entities(19)— (19)NM
Total other expense, net(5,550)(4,914)(636)12.9%
Net income1,581 523 1,058 202.3%
Net income attributable to non-controlling interests(13)(6)(7)116.7%
Net income attributable to the Company1,568 517 1,051 203.3%
Aggregate dividends declared on and charges related to
Series B and Series C Preferred Stock
(2,405)(1,161)(1,244)107.1%
Net loss attributable to common stockholders$(837)$(644)$(193)30.0%
NM = Not Meaningful

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 For the Nine Months Ended September 30,     For the Nine Months Ended September 30,  
 2017 2016 $ Change % Change 20202019$ Change% Change
Operating revenues:       Operating revenues:
Rental revenues $18,302
 $12,388
 $5,914
 47.7%
Tenant recovery revenue 8
 8
 —
 —%
Lease revenue:Lease revenue:
Fixed lease paymentsFixed lease payments$37,450 $26,236 $11,214 42.7%
Variable lease payments – participation rentsVariable lease payments – participation rents1,206 874 332 38.0%
Variable lease payments – tenant reimbursementsVariable lease payments – tenant reimbursements441 93 348 374.2%
Lease termination income, netLease termination income, net2,810 — 2,810 NM
Total operating revenues 18,310
 12,396
 5,914
 47.7%Total operating revenues41,907 27,203 14,704 54.1%
Operating expenses:       Operating expenses:
Depreciation and amortization 5,123
 3,744
 1,379
 36.8%Depreciation and amortization12,010 8,952 3,058 34.2%
Property operating expenses 747
 545
 202
 37.1%Property operating expenses1,525 1,939 (414)(21.4)%
Acquisition-related expenses 68
 243
 (175) (72.0)%
Management and incentive fees, net of fee credits 2,080
 1,339
 741
 55.3%
Base management and incentive fees, net of creditsBase management and incentive fees, net of credits5,314 1,199 4,115 343.2%
Administration fee 656
 575
 81
 14.1%Administration fee1,084 866 218 25.2%
General and administrative 1,208
 1,150
 58
 5.0%
Total operating expenses 9,882
 7,596
 2,286
 30.1%
General and administrative expensesGeneral and administrative expenses1,462 1,465 (3)(0.2)%
Total operating expenses, net of creditsTotal operating expenses, net of credits21,395 14,421 6,974 48.4%
Operating income 8,428
 4,800
 3,628
 75.6%Operating income20,512 12,782 7,730 60.5%
Other income (expense)       
Other income (expense):Other income (expense):
Other income 190
 106
 84
 79.2%Other income1,668 937 731 78.0%
Interest expense (6,984) (4,297) (2,687) 62.5%Interest expense(15,155)(11,396)(3,759)33.0%
Distributions on Term Preferred Stock (1,375) (219) (1,156) 527.9%
Loss on disposal of real estate asset (78) —
 (78) NM
Total other expense (8,247) (4,410) (3,837) 87.0%
Dividends declared on Series A Term Preferred StockDividends declared on Series A Term Preferred Stock(1,375)(1,375)— —%
Loss on dispositions of real estate assets, netLoss on dispositions of real estate assets, net(861)(154)(707)459.1%
Property and casualty recovery, netProperty and casualty recovery, net68 10 58 580.0%
Income from investments in unconsolidated entitiesIncome from investments in unconsolidated entities7 — 7 NM
Total other expense, netTotal other expense, net(15,648)(11,978)(3,670)30.6%
Net income 181
 390
 (209) (53.6)%Net income4,864 804 4,060 505.0%
Less net income attributable to non-controlling interests (23) (16) (7) 43.8%
Net income attributable to non-controlling interestsNet income attributable to non-controlling interests(52)(9)(43)477.8%
Net income attributable to the Company $158
 $374
 $(216) (57.8)%Net income attributable to the Company4,812 795 4,017 505.3%
Aggregate dividends declared on and charges related to
Series B and Series C Preferred Stock
Aggregate dividends declared on and charges related to
Series B and Series C Preferred Stock
(6,793)(2,655)(4,138)155.9%
Net loss attributable to common stockholdersNet loss attributable to common stockholders$(1,981)$(1,860)$(121)6.5%
NM = Not Meaningful
Operating Revenues
Same-property Analysis (dollars in thousands)Lease Revenue
Rental Revenues:For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 $ Change % Change 2017 2016 $ Change % Change
Same-property basis$4,337
 $4,278
 $59
 1.4% $11,197
 $10,845
 $352
 3.2%
Properties acquired during prior-year period492
 178
 314
 176.4% 3,288
 1,475
 1,813
 122.9%
Properties acquired subsequent to prior-year period1,712
 —
 1,712
 — 3,760
 —
 3,760
 —
Property with vacancy20
 11
 9
 81.8% 57
 68
 (11) (16.2)%
 $6,561
 $4,467
 $2,094
 46.9% $18,302
 $12,388
 $5,914
 47.7%
Rental revenues onThe following table provides a same-property basis increased for both the three and nine months ended September 30, 2017, as compared to the respective prior-year periods, by 1.4% and 3.2%, respectively. These increases were primarily due to our general ability to renew existing leases at higher rates and earn additional revenue on capital improvements constructed on certain properties; however, these increases were partially offset (particularly in the three months ended September 30, 2017) by the recent renewals of two leases on twosummary of our California farms that resulted in a 12.5% decrease to the aggregate rental rate on the two farms. Rentallease revenues from acquired properties increased for both the three and nine months ended September 30, 2017, as compared to the respective prior-year periods, due to the additional revenues recorded from owning the 9 and 13 farms we acquired during the three and nine months ended September 30, 2016, respectively,2020 and 2019 (dollars in thousands):
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For the Three Months Ended September 30,For the Nine Months Ended September 30,
20202019$ Change% Change20202019$ Change% Change
Same-property basis:
Fixed lease payments$8,870 $8,673 $197 2.3%$23,936 $23,308 $628 2.7%
Participation rents1,132 848 284 33.5%1,206 874 332 38.0%
Lease termination income, net— — — —%2,810 — 2,810 —%
Total – Same-property basis10,002 9,521 481 5.1%27,952 24,182 3,770 15.6%
Properties acquired or disposed of3,968 1,458 2,510 172.2%13,317 2,752 10,565 383.9%
Vacant or self-operated properties— — — —%197 176 21 11.9%
Tenant reimbursements(1)
19 33 (14)(42.4)%441 93 348 374.2%
Total Lease revenue$13,989 $11,012 $2,977 27.0%$41,907 $27,203 $14,704 54.1%
(1)Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Corresponding amounts were also recorded as property operating expenses during the respective periods.
Same-property Basis – 2020 compared to 2019
Lease revenue from fixed lease payments increased for the full three- and nine-month periods ended September 30, 2017, coupled with the additional revenues earned from the 16 new farms we acquired subsequent to September 30, 2016. We had one farm in Florida that was vacant for a portioneach of the three and nine months ended September 30, 2016. Rental2020, primarily due to recent lease renewals and amendments at net higher rental rates, as well as additional rents earned on recent capital improvements completed on certain of our farms. These increases were partially offset by the renewals of certain other leases, in which we decreased the fixed base rent component in exchange for adding a participation rent component into the lease structure.
Lease revenue from participation rents increased for each of the three and nine months ended September 30, 2020. During the three months ended September 30, 2020, we recognized participation rents from three farms totaling 1,286 farm acres, as compared to six farms totaling 3,701 farm acres in the prior-year period. During the nine months ended September 30, 2020, we recognized participation rents on eight farms totaling 3,865 farm acres, as compared to eight farms totaling 3,996 acres in the prior-year period.
During the nine months ended September 30, 2020, we received an early lease termination payment from an outgoing tenant on a property of approximately $3.0 million, which we recognized as additional lease revenue upon receipt, less a net balance of approximately $165,000 of aggregate prepaid rent and deferred rent assets balances that were written off against this amount. For further discussion on this lease termination, see above, under “Overview—Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity—Lease Termination.”
Other – 2020 compared to 2019
Lease revenue from properties acquired or disposed of increased for each of the three and nine months ended September 30, 2020, primarily due to additional revenues from this farmearned on new farms acquired subsequent to December 31, 2018.
Lease revenue for vacant or self-operated properties increased for the nine months ended September 30, 2020, primarily due to additional revenues earned during 2020 on farms that were vacant for a portion of 2019.
As compared to the respective prior-year periods, tenant reimbursement income decreased slightly for the three months ended September 30, 2017,2020, and decreasedincreased for the nine months ended September 30, 2017, as compared to the respective prior-year periods. In June 2016, the lease on the

farm was terminated early, and the farm was subsequently re-leased at a lower rental rate, which drove the decrease2020. The increase for the nine months ended September 30, 2017. However, we were able2020, was due to renewadditional contractual reimbursements of property taxes and other operating costs. Tenant reimbursements during the nine months ended September 30, 2020, also included payments made by a tenant on our behalf (pursuant to the lease at an increased rental rate in August 2017, which ledagreement) to an increaseunconsolidated entity of ours that conveys water to the respective property.
Operating Expenses
Depreciation and Amortization
The following table provides a summary of the depreciation and amortization expense recorded during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):
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For the Three Months Ended September 30,For the Nine Months Ended September 30,
20202019$ Change% Change20202019$ Change% Change
Same-property basis$2,996 $3,029 $(33)(1.1)%$8,281 $7,867 $414 5.3%
Properties acquired or disposed of913 390 523 134.1%3,623 976 2,647 271.2%
Vacant or self-operated properties— — — —%106 109 (3)(2.8)%
Total depreciation and amortization$3,909 $3,419 $490 14.3%$12,010 $8,952 $3,058 34.2%
Depreciation and amortization expense on a same-property basis decreased for the three months ended September 30, 2017.2020, as compared to the prior-year period, primarily due to the expiration of certain lease intangible amortization periods or tangible depreciation periods subsequent to June 30, 2019, partially offset by additional depreciation on site improvements completed on certain properties subsequent to June 30, 2019. Depreciation and amortization expense on a same-property basis increased for the nine months ended September 30, 2020, as compared to the prior-year period, primarily due to accelerated amortization expense recognized due to an early lease termination (see above, under “Overview—Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity—Lease Termination”), as well as additional depreciation on site improvements completed on certain properties subsequent to December 31, 2018, and partially offset by the expiration of certain lease intangible amortization periods subsequent to December 31, 2018. Depreciation and amortization expense on properties acquired or disposed of increased for each of the three and nine months ended September 30, 2020, as compared to the respective prior-year periods, primarily due to the additional depreciation and amortization expense incurred on the new farms acquired subsequent to December 31, 2018. Depreciation and amortization expense on vacant or self-operated properties for the nine months ended September 30, 2020, remained flat when compared to the prior-year period.
Other Operating RevenuesProperty-operating Expenses
Tenant recovery revenue representsProperty operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid onfor certain of our propertiesproperties. In addition, from approximately July 2018 through June 2019, we incurred additional expenses related to temporary generator rental costs to power newly-drilled wells on one of our properties. During the second half of 2019, these wells were connected to permanent power sources, and the generators were no longer needed. The following table provides a summary of the property-operating expenses recorded during the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
20202019$ Change% Change20202019$ Change% Change
Same-property basis$244 $444 $(200)(45.0)%$981 $1,751 $(770)(44.0)%
Properties acquired or disposed of24 59 (35)(59.3)%87 78 9 11.5%
Vacant or self-operated properties— — — —%16 17 (1)(5.9)%
Tenant-reimbursed property operating expenses(1)
19 33 (14)(42.4)%441 93 348 374.2%
Total Property operating expenses$287 $536 $(249)(46.5)%$1,525 $1,939 $(414)(21.4)%
(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. Corresponding amounts were also recorded as property operating expenseslease revenues during the respective periods.
Operating Expenses
Same-property Analysis (dollars in thousands)Basis – 2020 compared to 2019
Depreciation and amortization:For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 $ Change % Change 2017 2016 $ Change % Change
Same-property basis$1,455
 $1,365
 $90
 6.6% $2,844
 $2,682
 $162
 6.0%
Properties acquired during prior-year period43
 31
 12
 38.7% 1,428
 970
 458
 47.2%
Properties acquired subsequent to prior-year period526
 —
 526
 — 770
 —
 770
 —
Property with vacancy27
 36
 (9) (25.0)% 81
 92
 (11) (12.0)%
 $2,051
 $1,432
 $619
 43.2% $5,123
 $3,744
 $1,379
 36.8%
Depreciation and amortization expense on a same-property basis increasedProperty operating expenses decreased for botheach of the three and nine months ended September 30, 2017,2020, primarily due to additional costs incurred during the prior-year period for the above-referenced generator rentals and for obtaining certain permits on one of our California properties.
Other – 2020 compared to 2019
Property operating expenses on properties acquired or disposed of decreased for the three months ended September 30, 2020, and remained relatively flat for the nine months ended September 30, 2020. The decrease for the three months ended September 30, 2020, was primarily due to additional legal fees incurred during the prior-year period related to negotiating and originating leases on new acquisitions. Property operating expenses on vacant or self-operated properties remained flat for the nine months ended September 30, 2020, as compared to the prior-year period.
As compared to the respective prior-year periods, primarily as a result of additional depreciation on site improvements completed on certain properties subsequent totenant reimbursement expense decreased slightly for the three months ended September 30, 2016, partially offset by the expiration of certain lease intangible amortization periods subsequent to September 30, 2016. Depreciation2020, and amortization expense on acquired properties increased for both the three and nine months ended September 30, 2017, as compared to2020. The increase for the respective prior-year periods, due to the additional depreciation and amortization expense recorded from owning the 9 and 13 farms we acquired during the three and nine months ended September 30, 2016, respectively, for2020, was due to additional property taxes paid by us on certain of our properties and miscellaneous operating
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costs incurred by us in connection with our ownership interest in an unconsolidated entity. In both situations, the full three-respective tenants are contractually obligated to reimburse us under the terms of the respective leases.
Related-Party Fees
Certain fee calculations changed pursuant to amendments to the agreements with our Adviser that were approved on July 9, 2019, and nine-month periods ended September 30, 2017, coupled withJanuary 14, 2020. For a discussion of the additional depreciationchanges to these fees, see above, under “Overview—Our Adviser and amortization expense incurred onAdministrator—Advisory Agreements.” The following table summarizes the 16 new farms we acquired subsequentbase management, incentive, and capital gains fees due to September 30, 2016. For our one property with vacancy,Adviser, in each case, as applicable, net of the decrease in depreciation and amortizationrespective credits, for the three and nine months ended September 30, 2017,2020 and 2019 (dollars in thousands):
For the Three Months Ended September 30,For the Nine Months Ended September 30,
20202019$ Change% Change20202019$ Change% Change
Base management fee, gross(1)
$1,078 $862 $216 25.1%$3,159 $2,741 $418 15.2%
Credits granted by Adviser’s board of directors applied against the base management fee(2)
— — — —%— (1,542)1,542 (100.0)%
Base management fee, net1,078 862 216 25.1%3,159 1,199 1,960 163.5%
Incentive fee, gross(1)
821 — 821 —%2,155 — 2,155—%
Credits granted by Adviser’s board of directors applied against the incentive fee(2)
— — — —%— — — —%
Incentive fee, net821 — 821 —%2,155 — 2,155 —%
Capital gains fee, gross(1)
— — — —%— — — —%
Credits granted by Adviser’s board of directors applied against the capital gains fee(2)
— — — —%— — — —%
Capital gains fee, net— — — —%— — — —%
Total fees to Adviser, gross1,899 862 1,037 120.3%5,314 2,741 2,573 93.9%
Total credits granted by Adviser’s board of directors(1)
— — — —%— (1,542)1,542 (100.0)%
Total fees to Adviser, net$1,899 $862 $1,037 120.3%$5,314 $1,199 $4,115 343.2%
(1)Reflected as compareda line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
(2)Represent non-contractual, unconditional, and irrevocable waivers granted to the respective prior-year periods, was due to an early lease termination, which resulted in the recognitionus by our Adviser.
The base management fee increased during each of the remaining unamortized balance of the related lease intangibles directly into amortization expense.
Property operating expenses:For the Three Months Ended September 30, For the Nine Months Ended September 30,
 2017 2016 $ Change % Change 2017 2016 $ Change % Change
Same-property basis$189
 $154
 $35
 22.7% $618
 $531
 $87
 16.4%
Properties acquired during prior-year period4
 4
 —
 — 21
 6
 15
 250.0%
Properties acquired subsequent to prior-year period62
 —
 62
 — 100
 —
 100
 —
Property with vacancy2
 3
 (1) (33.3) 8
 8
 —
 —
 $257
 $161
 $96
 59.6% $747
 $545
 $202
 37.1%
Property operating expenses consist primarily of real estate taxes, insurance expense, and other overhead expenses paid for certain of our properties. Property operating expenses on a same-property basis increased by approximately $35,000 and $87,000 for the three and nine months ended September 30, 2017, respectively, as compared to the respective prior-year periods. These increases were primarily driven by a net increase in aggregate property tax expense (due to one of our pure, triple-net leases converting to a partial-net lease during the three months ended December 31, 2016, partially offset by a decrease in property taxes on certain properties that were entered into land conservation contracts under the California Land Conservation Act, which restricts the land to agricultural use and reduces the property tax assessment), as well as additional expenses incurred related to obtaining certain permits on one of our California properties. Property operating expenses on acquired properties increased for both the three and nine months ended September 30, 2017,2020, as compared to the respective prior-year periods, primarily due to additional property taxes and other operating expenses owed on certaina change in the calculation of the new farms we acquired duringbase management fee. For each of the three and nine months ended September 30, 2016, and subsequent2020, the base management fee was calculated as 0.125% (0.5% per annum) of the respective prior calendar quarter’s Gross Tangible Real Estate, which base was increased due to September 30, 2016. On our overall portfolio,a large volume of acquisitions during 2019, whereas the base management fee for each of the three and nine months ended September 30, 2017, we accrued approximately $177,000 and $501,000,

respectively,2019, was calculated as 0.5% (2.0% per annum) of aggregate real estate taxes related to certainthe Total Adjusted Equity as of our farms, as compared to approximately $111,000 and $355,000 forthe end of the respective prior-year periods.prior calendar quarters. See above, under “Overview—Our Adviser and Administrator—Advisory Agreements—Base Management Fee,” for further discussion on the calculation of the base management fee for each period. In addition, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver to be applied against the base management fee during the nine months ended September 30, 2019.
Other Operating Expenses
Acquisition-related expenses generally consistOur Adviser earned an incentive fee during each of legal fees and fees incurred for third-party reports prepared in connection with potential acquisitions and the related due diligence analyses. Acquisition-related expenses decreased for both the three and nine months ended September 30, 2017, as compared2020, due to our Pre-Incentive Fee FFO (as defined in the respective prior-year periods, primarily due toagreement with our Adviser) exceeding the differences in accounting treatmentrequired hurdle rate of such expenses incurred in connection with the properties acquiredapplicable base during each of the respective periods or expected to be acquired in the near future (i.e., acquisition costs are capitalized under ASC 360 if the acquisition is considered an asset acquisition, whereas such costs are expensed under ASC 805 if the acquisition is treated as a business combination). Withfirst and third quarters of fiscal year 2020. No incentive fee was earned by our early adoption of ASU 2017-01, as defined in Note 2, "Summary of Significant Accounting Policies—Recently-Issued Accounting Pronouncements," in the notes to our accompanying condensed consolidated financial statements, we anticipate that most of our acquisitions will be treated as asset acquisitions, which will result in lower acquisition-related expenses, as the majority of these costs will be capitalized and included as partAdviser during either of the fair value allocationthree or nine months ended months ended September 30, 2019.
Our Adviser did not earn a capital gains fee during either of the purchase price. As of September 30, 2017, we have capitalized approximately $21,000 of acquisition-related costs (which costs were incurred during thethree or nine months ended September 30, 2017) related to farms2020 or 2019, as we expect to acquiredid not sell any of our properties during the three months ending December 31, 2017, as these acquisitions are reasonably assured to be completed and are expected to be treated as asset acquisitions. These costs are included in Other assets, net on the accompanying Condensed Consolidated Balance Sheet as of September 30, 2017.any period presented.
The aggregate net feesadministration fee paid to our Adviser, including both the management and incentive fees and any credits to those fees,Administrator increased for each of the three and nine months ended September 30, 2017, as compared to the respective prior-year periods. For the three and nine months ended September 30, 2017, the gross management fee increased by approximately $138,000 and $288,000, respectively,2020, as compared to the respective prior-year periods, primarily due to hiring additional common equity raised since January 1, 2016. From January 1, 2016, through September 30, 2017, we have raised approximately $38.8 million of net proceeds (net of both direct costs and allocated indirect costs) through follow-on common stock offerings and our ATM Program, increasing the base on which the management fee is calculated, which, until March 31, 2017, was the book value of our common stockholders' equity. Pursuant to the Amended Advisory Agreement, which became effective beginning with the three months ended June 30, 2017, the base on which the management fee is calculated was adjusted to include, among other items, the balance of non-controlling interests in our operating partnership, which further increased the management fee recorded for the three and nine months ended September 30, 2017. Our Adviser also earned incentive fees during each of the periods presented, due to our pre-incentive fee funds from operations exceeding the required hurdle rate of the equity base applicable to each period (which was total stockholders' equity through March 31, 2017, as stipulated in our Advisory Agreement; and, beginning with the three months ended June 30, 2017, was Total Adjusted Equity (which includes non-controlling interests in the Operating Partnership), as stipulated in our Amended Advisory Agreement). The incentive fees earned by our Adviser (net of credits) for the three and nine months ended September 30, 2017, increased by approximately $185,000 and $453,000, respectively, compared to the respective prior-year periods, primarily due to increased rental revenues earned on properties acquired during and subsequent to the nine months ended September 30, 2016, outpacing the operating expenses (other than depreciation and amortization expense) incurred on such properties. The credit to the incentive fee of $54,000 that was recorded for each of the three and nine months ended September 30, 2017, represents an irrevocable waiver granted by our Adviser. See "Our Adviser and Administrator—Amended Advisory Agreement" above for further discussion on changes to the compensation terms stipulated in the Amended Advisory Agreement.
The administration fee paid to our Administrator increased for both the three and nine months ended September 30, 2017, as compared to the respective prior-year periods, primarily due to higher overall costs incurred by our Administratorpersonnel 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 during eachAdministrator.
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. Compared to the respective prior-year periods, general and administrative expenses decreased for the three months ended September 30, 2020, and remained relatively flat for the nine months ended September 30, 2017.
General and administrative expenses increased2020. The decrease for each of the three and nine
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months ended September 30, 2017, as compared2020, was primarily due to the respective prior-year periods. These increases were primarily drivenlower professional fees, partially offset by increased accounting fees (due to additional expenses related to new acquisitions and higher tax preparation fees), along with additional costs associated with the implementation of a new accounting system (which was completed during the three months ended June 30, 2016) and increased marketing and advertising efforts during the current year. These increases were largely offset by a decrease in bad debt expense, as we wrote off approximately $21,000 and $85,000 of deferred rent asset balances during the three and nine months ended September 30, 2016, respectively, related to a lease on one of our Florida farms that was terminated prior to its expiration. In addition, during the three months ended March 31, 2017, we wrote off approximately $46,000 of unallocated costs associated with the initial filing of our prior universal registration statement on Form S-3 (File No. 333-194539) (the "2014 Registration Statement"), which was replaced with the 2017 Registration Statement.

stockholder-related expenses.
Other Income (Expense)
Other income, which generally consists primarily 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, increased for each of the three and nine months ended September 30, 2017,2020, as compared to the respective prior-year periods. The increase in other income during the nine months ended September 30, 2017, wasperiods, primarily due todriven by additional interest patronage received from Farm Credit. Credit (due to increased borrowings from Farm Credit).
During the three months ended March 31, 2017,2020, we recorded approximately $183,000$1.3 million of interest patronage from Farm Credit related to interest accrued during 2016,2019, compared to $94,000approximately $700,000 of interest patronage recorded during the three months ended March 31, 2019. The receipt of interest patronage received from Farm Credit during the prior-year period. The receipt of this interest patronage2020 resulted in a 17.2%20.4% decrease (approximately 6198 basis points) into our effective interest rate on our aggregate borrowings from Farm Credit during the year ended December 31, 2016.
Interest expense increased for both2019. During the three months ended September 30, 2020, we also received approximately $306,000 of interest patronage from Farm Credit, as certain Farm Credit associations paid a portion of the 2021 interest patronage (which relates to interest accrued during 2020) early. In addition, during the three and nine months ended September 30, 2017,2019, we recognized approximately $53,000 and $208,000, respectively, of additional income as a result of accumulated deferred revenue related to a sale agreement for one of our farms that was terminated and a commission rebate received in connection with a property acquired during the period.
Interest expense increased for each of the three and nine months ended September 30, 2020, as compared to the respective prior-year periods, primarily due to increased overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our 6.375% Series A Cumulative Term Preferred Stock, par value $0.001 per share (the "Term Preferred Stock"))Stock) outstanding for the three and nine months ended September 30, 2017,2020, was approximately $291.3$496.9 million and $265.2$487.2 million, respectively, as compared to $181.1approximately $420.9 million and $169.5$367.7 million respectively, for the respective prior-year periods. IncludingExcluding 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 (excluding the impact of deferred financing costs) was 3.44%4.03% and 3.24%3.99% for the three and nine months ended September 30, 2017,2020, respectively, as compared to 3.29%4.03% and 3.20%, respectively,3.97% for the respective prior-year periods.
During each of the three and nine months ended September 30, 2017,2020, we paid aggregate distributions on our Series A Term Preferred Stock (which distributions are treated similar to interest expense) of approximately $458,000 and $1.4 million, respectively, as compared to approximately $219,000 forrespectively. The same amounts were paid in each of the respective prior-year periods.
During each of the three and nine months ended September 30, 2016. The offering2020 and 2019, we recorded net losses on dispositions of real estate assets primarily due to the Term Preferred Stock was completed in August 2016.
In connection with an ongoing projectdisposal of certain irrigation improvements on onecertain of our farms, in Oregon, for which we are providingpartially offset by net gains recognized on the capital to fund, among other improvements,sale of irrigation upgradespivots on two of our farms that were replaced.
The net property and the planting of new blueberry bushes, certain blueberry bushes owned by us were removedcasualty recovery recorded during the threenine months ended September 30, 2017, to allow for the planting2020, and each of new varieties of blueberry bushes. The bushes that were removed (and that were owned by us) had a net cost basis of approximately $55,000 at the time of their removal. In addition, we incurred approximately $23,000 of removal costs. As such, we recorded a total loss of approximately $78,000 related to the removal of these bushes, which is recorded as Loss on disposal of real estate asset on our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2017.2019, related to insurance recoveries received for certain irrigation improvements that were damaged due to natural disasters during 2019.
During the three and nine months ended September 30, 2020, we recognized (loss) income in an unconsolidated entity of approximately $(19,000) and $7,000, respectively. We acquired an interest in this entity during the three months ended September 30, 2019, during which period no income or loss was recognized.
During the three and nine months ended September 30, 2020, the aggregate dividends paid on our Series B Preferred Stock and Series C Preferred Stock increased over that of the respective prior-year periods due to additional shares issued and outstanding during each of the current-year periods. In addition, during the three and nine months ended September 30, 2020, we also wrote off approximately $44,000 of offering costs related to redemptions of our Series B Preferred Stock.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Since our IPO in January 2013, we have invested approximately $406.6 million into 61 new farms, and we have expended or accrued an additional $19.2 million for improvements on existing properties. Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under the New MetLife Facility and the Farmer Mac Facility), and issuances of additional equity securities. Our current available liquidity is approximately $15.0$57.9 million, consisting of $3.1approximately $33.7 million in cash on hand and, based on the current level of collateral pledged, $11.9approximately $24.2 million of availability under the MetLife Facility subject(subject to compliance with covenants.covenants).
As
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Table of September 30, 2017, our total-debt-to-total-capitalization ratio (including our Term Preferred Stock as debt), at book value, was 73.3%, compared to 72.8% as of December 31, 2016. However, on a fair value basis, our total-debt-to-total capitalization ratio (including our Term Preferred Stock as debt) as of September 30, 2017, was 60.7%, which is up from 59.3% as of December 31, 2016 (see “Non-GAAP Financial Information—Net Asset Value” below for an explanation of our fair value process).Contents
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making distributions to stockholders (including to non-controlling OP Unitholders)Unitholders, if any) to maintain our qualification as a REIT, funding our general operating costs, making principal and interest payments on outstanding borrowings, making dividend payments on our Series A Term Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, and, as capital is available, funding new farmland and farm-related acquisitions consistent with our investment strategy.
WeNotwithstanding the current COVID-19 pandemic, we believe that our current and short-term cash resources will be sufficient to fund our distributions to stockholders (including non-controlling OP Unitholders), service our debt, pay dividends on our Series A Term Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, and fund our current operating costs in the near term. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including, but not limited to, shares of common stock through our ATM Program, OP Units through our Operating Partnership as consideration for future

acquisitions, and shares of common stock through our ATM Program)Series C Preferred Stock), long-term mortgage indebtedness and bond issuances, and other secured and unsecured borrowings. While public equity markets have experienced significant volatility lately, based on discussions with our lenders, we do not believe there will be a credit freeze in the near term. We are in compliance with all of our debt covenants under our respective credit facilities, and we believe we currently have adequate liquidity to cover all near-term debt obligations and operating expenses.
We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related properties.facilities. We continue to actively seek and evaluate acquisitions of additional farms and farm-related propertiesfacilities that satisfy our investment criteria, and despite the current COVID-19 pandemic, our pipeline of potential acquisitions remains healthy. We currently have twoseveral properties under signed purchase and sale agreements for an aggregate proposed purchase priceor non-binding letters of approximately $8.6 million (a portion of which is expectedintent that we hope to be paid in OP Units), which we expect to be consummated duringconsummate over the three months ending December 31, 2017. We currently have access to the capital required to complete these transactions for the proposed purchase price amounts; however, we continue to explore various options for access to additional capital.next six months. We also have many other properties that are in various other stages of our due diligence process, including several properties under signed, non-binding letters of intent.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.
Cash Flow Resources
The following table summarizes total net cash flows forfrom operating, investing, and financing activities for the nine months ended September 30, 20172020 and 20162019 (dollars in thousands):
For the Nine Months Ended September 30,     For the Nine Months Ended September 30,  
2017 2016 $ Change % Change 20202019$ Change% Change
Net change in cash from:      Net change in cash from:
Operating activities$7,671
 $7,912
 $(241) (3.0)%Operating activities$11,593 $13,902 $(2,309)(16.6)%
Investing activities(125,288) (79,761) (45,527) 57.1%Investing activities(75,620)(209,950)134,330 (64.0)%
Financing activities118,937
 71,713
 47,224
 65.9%Financing activities56,794 185,310 (128,516)(69.4)%
Net change in Cash and cash equivalents$1,320
 $(136) $1,456
 (1,070.6)%Net change in Cash and cash equivalents$(7,233)$(10,738)$3,505 (32.6)%
Operating Activities
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. The decrease in cashCash provided by operating activities decreased for the nine months ended September 30, 2020, as compared to the prior-year period, primarily due to increases in the amounts of fees paid to our Adviser and interest payments made, partially offset by an early lease termination payment of approximately $3.0 million received from the outgoing tenant on four of our farms in Arizona and additional rental payments received from recent acquisitions during the nine months ended September 30, 2017, as compared to the prior-year period, was primarily due to the receipt of two years of prepaid rent upon the closing2020. As of the three farmsdate of this filing, with the exception of the aforementioned requests for short-term rent deferrals (both of which have since been paid), we acquired during the three months ended March 31, 2016, largely offset byhave not received any additional requests from tenants seeking rent relief as a result of COVID-19. Further, we currently expect rental payments received from farmsto generally continue to be paid on time for at least the foreseeable future. However, there can be no assurance that our business and financial and operational results will not be impacted by the COVID-19 pandemic or that we have acquired since September 30, 2016.will be able to pay distributions to our stockholders in the future at the same rate, or at all.
Investing Activities
The increasedecrease in cash used in investing activities during the nine months ended September 30, 2017,2020, as compared to the prior-year period, was primarily due to an increasea decrease in aggregate cash paid for acquisitions of new farms and capital improvements on
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existing farms during the nine months ended September 30, 2017,2020, which exceeded that of the prior-year period bywas approximately $51.8 million. This increase was partially offset by a decrease of approximately $6.7$134.3 million in cash paid for capital improvements made on existing properties during the nine months ended September 30, 2017, as compared toless than the prior-year period.
Financing Activities
The increasedecrease in cash provided by financing activities during the nine months ended September 30, 2017,2020, as compared to the prior-year period, was primarily due to increaseda decrease in net borrowings asof approximately $95.0 million and less net cash proceeds from equity issuances (including the Series B Preferred Stock, the Series C Preferred Stock, and our net borrowingscommon stock) of approximately $27.9 million for the nine months ended September 30, 2017, were approximately $39.7 million more than2020, as compared to that of the prior-year period, as well as the $38.5 million of aggregate net cash proceeds received from two overnight common stock offerings and additional issuances of common stock under our ATM Program during the nine months ended September 30, 2017. These increases were partially offset by the receipt of approximately $27.6 million of net proceeds from the issuance of our Term Preferred Stock during the prior-year period.

Debt Capital
New MetLife Facility
As amended on October 5, 2016, in aggregate, our facility with Metropolitan Life Insurance Company ("MetLife")February 20, 2020, the New MetLife Facility currently consists of $150.0the $75.0 million New MetLife Term Note and the $75.0 million MetLife Lines of term notes and $50.0 million of revolving equity lines of credit (the "MetLife Facility"). In aggregate, weCredit. We currently have approximately $131.2 millionno outstanding balance on the New MetLife Term Note and $100,000 outstanding under the term notes that bear interest at a blended fixed rateMetLife Lines of 3.30% per annum (which is fixed until January 5, 2027) and $6.1 million outstanding under the lines of credit that currently bear interest at 3.60% (which is variable).Credit. While approximately $57.4$149.9 million of the full commitment amount under the New MetLife Facility remains undrawn, (including approximately $5.3 million of aggregate amortizing principal payments made on the term notes), based on the current level of collateral pledged, we currently have approximately $11.9$24.2 million of availability under the facility.New MetLife Facility. The draw period for the New MetLife Term Note expires on December 31, 2022, after which time MetLife has the option to be relieved of its obligation to disburse any additional undrawn funds under the New MetLife Term Note.
Farmer Mac Facility
As amended on June 16, 2016, our agreement with Federal Agricultural Mortgage Corporation ("(“Farmer Mac"Mac”) providesprovided for bond issuances up to an aggregate amount of $125.0 million (the "Farmer“Farmer Mac Facility"Facility”). To date, we have issued aggregate bonds of approximately $85.9 million under the Farmer Mac Facility, and we currently have $84.5 million of bonds outstanding that bears interest at a weighted-average interest rate of 3.13% (which rates are fixed throughout the bonds' respective terms) and have a weighted-average maturity date of June 2021. While approximately $39.1 million of the full commitment balance remains undrawn, we currently have no additional availability under the Farmer Mac Facility based on the current level of collateral pledged. However, we expect to pledge certain additional potential new property acquisitions as collateral under the Farmer Mac Facility to utilize some or all of this remaining commitment balance. If we have not issued bonds such that the aggregate bond issuances total $125.0 million by December 11, 2018, after which Farmer Mac hashad the option to be relieved of its obligation to purchase additional bonds under this facility. As of December 11, 2018, we had issued aggregate bonds of approximately $108.7 million under the Farmer Mac Facility, and Farmer Mac is not obligated to purchase the remaining unissued bonds. However, since December 11, 2018, we have refinanced three bonds previously issued under the Farmer Mac Facility for total proceeds of approximately $22.0 million, which equaled the aggregate value of the previously-issued bonds. We expect to continue to be able to refinance existing bonds under the facility as they mature (so long as we remain in compliance with the applicable covenants, as we currently are), though Farmer Mac is under no obligation to do so. We are also continuing discussions with Farmer Mac for other borrowing opportunities, including expanding the size of the existing facility and extending its borrowing period; however, there is no guarantee that we will be able to reach terms favorable to us, if at all.
Farm Credit and Other Lenders
Since September 19, 2014, we have closed on 1539 separate loans with five11 different Farm Credit associations (including Farm Credit CFL, Farm Credit West, CF Farm Credit, Farm Credit FL, and NW Farm Credit, each as defined in(for additional information on these associations, see Note 4, "Borrowings," in“Borrowings,” within the accompanying notes to our accompanying condensed consolidated financial statements) for an aggregate amount of approximately $64.7 million (the "Farm Credit Notes Payable"). We also currently have approximately $60.6 million outstanding under the Farm Credit Notes Payable that bear interest at an expected weighted-average effective interest rate (net of expected interest patronage) of 3.36% (which ratesborrowing relationships with several other agricultural lenders and are fixed, on a weighted-average basis, until January, 2023) and have a weighted-average maturity date of December, 2030.continuously reaching out to other lenders to establish prospective new relationships. While we do not currently have any additional availability under any of our Farm Creditthese programs based on the properties currently pledged as collateral, we expect to enter into additional borrowing agreements with existing and new Farm Credit associationslenders in connection with certain potential new acquisitions in the future. In addition, we currently have one farm appraised at approximately $1.6 million that is unencumbered and eligible to be pledged as collateral.
Equity Capital
During 2017, through the dateThe following table provides information on equity sales that have occurred since January 1, 2020 (dollars in thousands, except per-share amounts):
Type of IssuanceNumber of
Shares Sold		Weighted-average
Offering Price
Per Share		Gross Proceeds
Net Proceeds(1)
Series B Preferred Stock(2)
1,229,531$24.52 $30,148 $27,664 
Series C Preferred Stock624,05724.88 15,525 14,197 
Common Stock – Follow-on Offering(3)
1,897,50014.40 27,324 26,094 
Common Stock – ATM Program979,94514.94 14,638 14,491 
(1)Net of this filing, we have completed two separate overnight common stock offeringsselling commissions and have also issued shares of common stock through our ATM Program. In the aggregate, through these transactions, we have issued and sold a total of 3,441,188 shares of our common stock for gross proceeds of approximately $40.8 million and net proceeds, after deductingdealer-manager fees or underwriting discounts and offering expenses borne by us,commissions (in each case, as applicable).
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Table of approximately $38.8 million. We usedContents
(2)Excludes share redemptions during the proceeds received from these offeringsapplicable time period.
(3)Includes the underwriters’ exercise of the full over-allotment option in connection with the offering.
Our 2020 Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to fund new acquisitions, repay existing indebtedness (which, in turn, was used to fund future farmland acquisitions), and for other general corporate purposes.
The 2017 Registration Statementour condensed consolidated financial statements) permits us to issue up to an aggregate of $300.0 million$1.0 billion in securities (including approximately $29.3up to $650.0 million originally reserved for issuance under our ATM Program)of shares of the Series C Preferred Stock), consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities. To date, we have issued approximately $20.1$15.5 million of Series C Preferred Stock and approximately $40.9 million of common stock (including common stock issued to redeem OP Units) under the 20172020 Registration Statement (including approximately $6.0 million through our ATM Program).Statement.
In addition, we have the ability to, and mayexpect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.

Contractual Obligations
The following table reflects our material contractual obligations as of September 30, 2017 (dollars in thousands):
    Payments Due During the
    
Remaining Three
Months of
 Fiscal Years Ending December 31,
Contractual Obligation Total 2017 2018 – 2019 2020 – 2021 2022+
Debt obligations(1)
 $297,236
 $601
 $34,493
 $33,726
 $228,416
Interest on debt obligations(2)
 79,522
 1,132
 19,813
 17,382
 41,195
Term Preferred Stock(3)
 28,750
 —
 —
 28,750
 —
Term Preferred Stock dividends(3)
 3,671
 458
 1,836
 1,377
 —
Operating obligations(4)
 6,647
 1,093
 5,380
 174
 —
Operating lease obligations(5)
 284
 —
 96
 96
 92
Total $416,110
 $3,284
 $61,618
 $81,505
 $269,703
(1)
Debt obligations include all borrowings (consisting of mortgage notes and bonds payable and our lines of credit) outstanding as of September 30, 2017. Maturity dates of these debt obligations range from July 2018 to November 2041.
(2)
Interest on debt obligations includes estimated interest on our MetLife Lines of Credit. The balances and interest rates on our MetLife Lines of Credit are variable, thus the amounts of interest calculated for purposes of this table were based upon the balances and interest rates in place as of September 30, 2017.
(3)
Our Term Preferred Stock has a mandatory redemption date of September 30, 2021, and the related dividend payments are treated similar to interest expense in the accompanying Condensed Consolidated Statements of Operations.
(4)
Operating obligations represent commitments outstanding as of September 30, 2017. See Note 8, “Commitments and Contingencies,” in the notes to our accompanying condensed consolidated financial statements for further discussion on each of these operating obligations.
(5)
Operating lease obligations represent ground lease payments due on two of our Arizona farms (1,368 total acres), which are leased from the State of Arizona under leases expiring in February 2022 and February 2025, respectively.
Off-Balance Sheet Arrangements
As of September 30, 2017,2020, we did not have any material off-balance sheet arrangements.
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 measures, provide investors with additionalhelpful insight toregarding 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-related•Acquisition- and disposition-related expenses. Acquisition-relatedAcquisition- and disposition-related expenses (i.e.,(including due diligence costs)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, duecertain 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.
Acquisition-related accounting fees. Certain auditing and accounting fees we incur are directly related to acquisitions and vary depending on the number and complexity of acquisitions completed during a period. Due to the inconsistency in which these costs are incurred, we believe the exclusion of these expenses improves comparability of our 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 such non-recurring amounts improves comparability of our operating results
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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 ourthe calculation inof 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 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 deferred financingdebt 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'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"FFO”), diluted core funds from operations ("(“Diluted CFFO"CFFO”), and diluted adjusted funds from operations ("(“Diluted AFFO"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 (loss) 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 and nine months ended September 30, 20172020 and 20162019 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 limited partners)OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
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  For the Three Months Ended September 30, For the Nine Months Ended September 30,
  2017 2016 2017 2016
Net income $(247) $35
 $181
 $390
Plus: Real estate and intangible depreciation and amortization 2,051
 1,432
 5,123
 3,744
Plus: Loss on disposal of asset 78
 —
 78
 —
FFO available to common stockholders and OP Unitholders 1,882
 1,467
 5,382
 4,134
Plus: Acquisition-related expenses 22
 123
 68
 243
Plus: Acquisition-related accounting fees 47
 50
 82
 78
CFFO available to common stockholders and OP Unitholders 1,951
 1,640
 5,532
 4,455
Net rent adjustment (174) (146) (465) (316)
Plus: Amortization of deferred financing costs 130
 66
 366
 135
AFFO available to common stockholders and OP Unitholders $1,907
 $1,560
 $5,433
 $4,274
         
Weighted-average common shares outstanding – basic and diluted 12,271,925
 10,018,331
 11,512,968
 10,001,466
Weighted-average OP Units outstanding(1)
 1,444,435
 854,116
 1,447,632
 613,446
Weighted-average total shares outstanding 13,716,360
 10,872,447
 12,960,600
 10,614,912
         
Diluted FFO per weighted-average total share $0.14
 $0.13
 $0.42
 $0.39
Diluted CFFO per weighted-average total share $0.14
 $0.15
 $0.43
 $0.42
Diluted AFFO per weighted-average total share $0.14
 $0.14
 $0.42
 $0.40
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2020201920202019
Net income$1,581 $523 $4,864 $804 
Less: Aggregate dividends declared on Series B Preferred Stock and Series C Preferred Stock(1)
(2,405)(1,161)(6,793)(2,655)
Net loss available to common stockholders and non-controlling OP
Unitholders
(824)(638)(1,929)(1,851)
Plus: Real estate and intangible depreciation and amortization3,909 3,419 12,010 8,952 
Plus: Losses on dispositions of real estate assets, net195 134 861 154 
Adjustments for unconsolidated entities(2)
5 — 13 — 
FFO available to common stockholders and non-controlling OP
Unitholders
3,285 2,915 10,955 7,255 
Plus: Acquisition- and disposition-related expenses43 119 110 272 
Plus (less): Other receipts, net(3)
— (11)(37)(2)
CFFO available to common stockholders and non-controlling OP
Unitholders
3,328 3,023 11,028 7,525 
Net rent adjustment(437)(226)(852)(265)
Plus: Amortization of debt issuance costs194 161 559 461 
Plus: Other noncash charges(4)
63 — 38 — 
AFFO available to common stockholders and non-controlling OP
Unitholders
3,148 2,958 10,773 7,721 
Weighted-average common stock outstanding—basic and diluted21,991,29120,763,61521,558,85919,154,744
Weighted-average common non-controlling OP Units outstanding16,452222,494175,981217,857
Weighted-average total common shares outstanding22,007,74320,986,10921,734,84019,372,601
Diluted FFO per weighted-average total common share$0.15 $0.14 $0.50 $0.37 
Diluted CFFO per weighted-average total common share$0.15 $0.14 $0.51 $0.39 
Diluted AFFO per weighted-average total common share$0.14 $0.14 $0.50 $0.40 
(1)
(1)Includes (i) cash dividends paid on our Series B Preferred Stock and Series C Preferred Stock, (ii) the pro-rata write-off of offering costs related to shares of Series B Preferred Stock that were redeemed, and (iii) the value of additional shares of Series C Preferred Stock issued pursuant to the DRIP.
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the period.
(3)Consists primarily of property and casualty recoveries recorded, net of the cost of related repairs expensed, as a result of the damage caused to certain irrigation improvements by natural disasters on certain of our properties.
(4)Consists of (i) the pro-rata write-off of offering costs related to shares of the Series B Preferred Stock that were redeemed, which was a noncash expense, (ii) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), and (iii) our pro-rata share of income (loss) recorded from investments in unconsolidated entities during the period.
Includes only OP Units held by third parties. As of September 30, 2017 and 2016, there were 1,227,383 and 1,215,306, respectively, OP Units held by non-controlling limited partners, representing 8.3% and 10.8%, respectively, of all OP Units issued and outstanding.
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, a difficulty in owning shares of a real estate-based companyone challenge is determining the fair value of the real estate so thatin order to allow stockholders canto see the value of the real estate increase or decrease over time. For this reason,time, which we believe determining the fair value of our real estate assets 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.
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Per the Valuation Policy, our valuations are generally derived based on the following:
•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, on a fee simple, “As Is” basis, 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) performedconducted 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 September 30, 2017,2020, determined by each method is shown in the table below (dollars in thousands, except in footnotes):
Valuation MethodNumber of
Farms		Total
Acres		Farm
Acres
Net Cost
Basis(1)
Current
Fair Value		 % of Total
Fair Value
Purchase Price179,9169,257$79,337 $79,038   8.1%
Third-party Appraisal(2)
10682,68566,323781,453 891,843   91.9%
Total12392,60175,580$860,790 $970,881   100.0%
Valuation Method 
Number of
Farms
 
Total
Acres
 
Farm
Acres
 
Net Cost
Basis(1)
 
Current
Fair Value
 
% of Total
Fair Value
Purchase Price 16 27,994 21,709 $140,051
 $139,947
  26.3%
Internal Valuation 14 12,853 10,071 93,354
 143,560
(2) 
27.0%
Third-party Appraisal(3)
 42 20,947 17,887 213,927
 248,157
  46.7%
Total 72 61,794 49,667 $447,332
 $531,664
  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.
(1)
(2)Appraisals performed between December 2019 and October 2020.
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)
98.1% of this valuation, or approximately $140.8 million, is supported by values as determined by third-party appraisals performed between October 2014 and June 2016. The difference of approximately $2.8 million represents the net appreciation of those properties since the time of such appraisals, as determined in accordance with our Valuation Policy.
(3)
Appraisals performed between March 2017 and October 2017.
Some of the significant assumptions used by appraisers and the Valuation Team in valuing our portfolio as of September 30, 2017,2020, 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 is provided in the following table:
  Appraisal Assumptions Internal Valuation Assumptions
  
Range
(Low - High)
 Weighted
Average		 
Range
(Low - High)
 Weighted
Average
Land Value (per farmable acre) $815 – $103,000 $39,325
 $4,123 – $105,000 $51,376
Market Rent (per farmable acre) $261 – $4,864 $1,858
 $215 – $4,500 $1,996
Market Capitalization Rate 3.44% – 5.49% 4.47% 3.12% – 5.87% 4.04%
Range
(Low - High)
Weighted
Average
Land Value (per farm acre)$678 – $127,436$36,461 
Market NOI (per farm acre)$421 – $3,759$1,993 
Market Capitalization Rate3.68% – 10.06%4.70%
Note: Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made relating to farm-related property, such asfacilities (e.g., cooling facilities and box barns,facilities), and other structures on our properties including(e.g., residential housing and horticulture,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; profiles, changes in lease terms such(such as expirations and notices of non-renewals or to vacate;vacate), and potential asset sales particularly(particularly those at prices different from the appraised values of our properties.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 that were not valued internally and the farms that were valued internally during the previous 12 months fairly represent the current market values of the properties as of September 30, 2017,2020, 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 September 30, 2017,2020, from the prior value basis as of June 30, 2017,2020, is provided in the table below (dollars in thousands):

Total portfolio fair value as of June 30, 2017 $492,972
Plus: Acquisition of seven new farms during the three months ended September 30, 2017 38,178
Plus net value appreciation (depreciation) during the three months ended September 30, 2017:  
13 farms valued via third-party appraisals$514
 
Total net appreciation for the three months ended September 30, 2017 514
Total portfolio fair value as of September 30, 2017 $531,664
Total portfolio fair value as of June 30, 2020$911,770
Plus: Acquisition of eight new farms during the three months ended September 30, 202039,179 
Plus net value depreciation during the three months ended September 30, 2020:
28 farms valued via third-party appraisals$19,932 
Total net appreciation for the three months ended September 30, 202019,932 
Total portfolio fair value as of September 30, 2020$970,881

Management also determined fair values of all of its long-term borrowings.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 of September 30, 2017,2020, was approximately $286.3$497.4 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of $292.1approximately $495.1 million. In addition, usingdue to the closing stock priceshort-term maturity of our Series A Term Preferred Stock (which has a mandatory redemption date of September 30, 2021), its carrying value (exclusive of unamortized offering costs) of approximately $28.8 million was deemed to approximate its fair value as of September 30, 2017,2020. Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the fairassistance of a third-party valuation expert, we determined the estimated value of the Termour Series B Preferred stock was determinedStock and Series C Preferred Stock to each be approximately $29.8 million,$25.00 per share as comparedof September 30, 2020 (see Exhibits 99.1 and 99.2 to a carrying value (excluding unamortized related issuance costs) of $28.8 million.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 farmfarms and farm-related properties expressed in terms ofand provide an estimated net asset value (“NAV”), and provide that to our stockholders on a quarterly basis. NAV is a non-GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective costs bases. 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). A reconciliation of NAV to total equity, which the Company believes is the most directly-comparable GAAP measure, is provided below.
The fair values presented above and their usage in the calculation of net asset value per share presented below have been prepared by and is 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 September 30, 2017,2020, we estimate ourthe NAV per common share to be $14.15, as detailed$11.97. A reconciliation of NAV to total equity, which we believe is the most directly-comparable GAAP measure, is provided below (dollars in thousands, except per-share amount)data):
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Total equity per balance sheet   $118,986
Fair value adjustment for long-term assets:    
Less: net cost basis of tangible and intangible real estate holdings(1)
 $(447,332)  
Plus: estimated fair value of real estate holdings(2)
 531,664
  
Net fair value adjustment for real estate holdings   84,332
Fair value adjustment for long-term liabilities:    
Plus: book value of aggregate long-term indebtedness(3)
 320,886
  
Less: fair value of aggregate long-term indebtedness(3)(4)
 (316,086)  
Net fair value adjustment for long-term indebtedness   4,800
Estimated NAV   $208,118
Total shares outstanding(5)
   14,712,408
Estimated NAV per common share   $14.15
Total equity per balance sheet$317,315
Fair value adjustment for long-term assets:
Less: net cost basis of tangible and intangible real estate holdings(1)
Per Net Cost Basis as presented in the table above.$

(860,790)
Plus: estimated fair value of real estate holdings(2)
Per Current 970,881 
Net fair value adjustment for real estate holdings110,091 
Fair Value as presented in the table above.value adjustment for long-term liabilities:
Plus: book value of aggregate long-term indebtedness(3)
Includes the principal balances outstanding of all long-term borrowings (consisting of mortgage notes and bonds payable) and the Term Preferred Stock.523,882 
Less: fair value of aggregate long-term indebtedness(3)(4)
Long-term mortgage notes and bonds payable were valued using a discounted cash flow model. The Term Preferred Stock was valued based on its closing stock price as of September 30, 2017.(526,175)
Net fair value adjustment for long-term indebtedness(2,293)
Estimated NAV425,113
Less: aggregate fair value of Series B Preferred Stock and Series C Preferred Stock(5)
Includes 13,485,025(159,407)
Estimated NAV available to common stockholders and non-controlling OP Unitholders$265,706
Total common shares of common stock and 1,227,383 OP Units held by non-controlling limited partners (representing 8.3% of alloutstanding(6)
22,204,906
Estimated NAV per common share and OP Units issued and outstanding as of September 30, 2017).Unit$11.97
(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 A Term Preferred Stock.
(4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series A Term Preferred Stock was valued based on its closing stock price as of September 30, 2020.
(5)Valued at the securities’ respective liquidation values, as discussed above.
(6)Includes 22,204,906 shares of common stock and zero OP Units held by non-controlling OP Unitholders.
A quarterly roll-forward in the estimated NAV per common share for the three months ended September 30, 2017,2020, is provided below:
Estimated NAV per common share as of June 30, 2017   $14.46
Plus net income   (0.02)
Plus change in valuations:    
Net change in unrealized appreciation of farmland portfolio(1)
 $—
  
Net change in unrealized fair value of long-term indebtedness 0.10
  
Net change in valuations   0.10
Less distributions   (0.13)
Less dilutive effect of equity issuances(2)
   (0.26)
Estimated NAV per common share as of September 30, 2017   $14.15
Estimated NAV per common share and non-controlling OP Unit as of June 30, 2020$11.06
Less net loss available to common stockholders and non-controlling OP Unitholders(0.04)
Plus net change in valuations:
(1)
The netNet change in unrealized appreciationfair value of farmland portfolio consists of three components: (i) an increase of $0.04 due to the net appreciation in value of 13 farms that were valued during the three months ended September 30, 2017, (ii) an increase of $0.15 due to the aggregate depreciation and amortization expense recorded during the three months ended September 30, 2017, and (iii) a decrease of $0.19 due to capital improvements made on certain properties that have not been considered in the determination of the respective properties’ estimated fair values.(1)
$0.95 
(2)
Net change in unrealized fair value of long-term indebtedness		Reflective of the September 2017 Follow-on Offering and shares of0.04 
Net change in valuations0.99 
Less distributions on common stock sold under the ATM Program during the three months endedand non-controlling OP Units(0.13)
Plus net accretive effect of equity issuances0.09 
Estimated NAV per common share and non-controlling OP Unit as of September 30, 2017.2020$11.97
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) an increase of $0.91 per share due to the net appreciation in value of the farms that were valued during the three months ended September 30, 2020, (ii) an increase of $0.18 per share due to the aggregate depreciation and amortization expense recorded during the three months ended September 30, 2020, and (iii) a decrease of $0.14 per share due to capital improvements made on certain farms that have not yet been considered in the determination of the respective farms’ estimated fair values.
Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs. 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 theour NAV per common share to be $11.97 as of September 30, 2017, to be $14.15 per2020, based on the calculation above, the closing price of our common stock on September 30, 2017,2020, was $13.62, and it has subsequently traded between $13.01 and $14.29$15.02 per share.
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.
We intend to report any adjustments to the estimated NAV, as well as to the values of our properties, in this section on a quarterly basis, but in no case less than annually. However, theThe 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.
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market-sensitive instruments. The primary market risk that we believe we are and will be exposedThis Item is not applicable to is interest rate risk. Certain of our existing leases contain escalations based on market indices, and certain of our existing borrowings are subject to variable interest rates. Further, the interest rates on certain of our fixed-rate borrowings are either fixed for a finite period before converting to variable rate or are subject to periodic adjustments. Although we seek to mitigate this risk by structuring certain provisions into many of our leases, such as escalation clauses or adjusting the rent to prevailing market rents at two- to three-year intervals, these features do not eliminate this risk. To date, we have not entered into any derivative contracts to attempt to manage our exposure to interest rate fluctuations.smaller reporting companies.
As of September 30, 2017, excluding our Term Preferred Stock, the fair value of our fixed-rate borrowings outstanding, which accounted for approximately 98.3% of our total indebtedness, at cost, as of September 30, 2017, was approximately $286.3 million. However, interest rate fluctuations may affect the fair value of our fixed-rate borrowings. If market interest rates had been one percentage point lower or higher than those rates in place as of September 30, 2017, the fair value of our fixed-rate borrowings would have increased or decreased by approximately $13.8 million or $12.8 million, respectively.
There have been no material changes in the quantitative and qualitative market risk disclosures for the nine months ended September 30, 2017, from that disclosed in our Form 10-K.
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of September 30, 2017,2020, our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2017,2020, in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of necessarily achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2017,2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II – OTHER INFORMATION
 
Item 1.Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any such material legal proceedings threatened against us.
Item 1A.Risk Factors
Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. For a discussion of these risks, please refer to the risk factor below and the section captioned, "Item“Item 1A. Risk Factors,"” in our Annual Report on Form 10-K for the year ended December 31, 2019. The risks described below and in our Form 10-K. There have been no material changes10-K are not the only risks we face. Additional risks and uncertainties not currently known to risks associated withus or that we currently deem to be immaterial may materially and adversely affect our business, financial condition, and/or investment in our securities from those previously set forthoperating results in the report described above.future.
Our business may be adversely affected by the ongoing coronavirus outbreak.
As of the date of this filing, the outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), which the World Health Organization has declared a Public Health Emergency of International Concern, is continuing. The outbreak of COVID-19 has resulted in numerous deaths, adversely impacted global commercial activity, and contributed to significant volatility in certain equity and debt markets. The global impact of the outbreak continues to evolve, and many countries reacted by instituting quarantines, prohibitions on travel, and the closure of offices, businesses, schools, retail stores, and other public venues. Businesses also implemented similar precautionary measures. Global recessionary conditions are currently expected for the remainder of 2020 as a direct result of the COVID-19 pandemic, although the actual impact and duration are unknown. Much of the United States economy has reopened or is in the process of reopening, but, at the same time, the pandemic is intensifying in many areas of the country. Accordingly, some jurisdictions have rolled back reopening plans, and more widespread reinstatement of directives and mandates requiring businesses to again curtail or cease normal operations remains a possibility. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, continue to create significant disruption in supply chains and economic activity and have had and are likely to continue to have a particularly adverse impact on transportation, hospitality, tourism, entertainment, and other industries. As COVID-19 continues to spread, the potential impacts are increasingly uncertain and difficult to assess.

Any public health emergency, including any outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on the Company and could adversely affect the Company's ability to fulfill its investment objectives.

The extent of the impact of any public health emergency on the Company’s operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergencies on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity, and the extent of its disruption to important global, regional, and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may disrupt the operations of our tenant-farmers and pose the risk that they may be prevented from conducting normal business activities for an unknown period of time, including shutdowns that may be requested or mandated by governmental authorities. We cannot accurately estimate the impact that a public health threat could have on our farmland portfolio, but it could disrupt the businesses of our tenant-farmers and impact their ability to make lease payments to us, including under modified lease terms allowing for deferred rent, thereby decreasing the overall value of our leasehold interests in the properties, which could adversely impact our business, financial condition, or results of operations.

Further, the operations of the Company may be significantly impacted, or even temporarily or permanently halted, as a result of government shelter-in-place measures, voluntary and precautionary restrictions on travel or meetings, paused or reversed reopening orders, and other factors related to a public health emergency, including its potential adverse impact on the health of the Adviser’s and Administrator’s personnel. As a result, there is a risk that this continuing crisis could adversely impact the Company’s ability to source, manage, and divest investments and the Company’s ability to achieve its investment objectives, all of which could result in significant losses to the Company and could impact the Company’s ability to make interest and distribution payments to lenders and stockholders, respectively, including their respective amounts.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
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Sales of Unregistered Securities
During the three months ended September 30, 2017, we issued 50,000 shares of common stock in exchange for 50,000 OP Units that were held by certain limited partners of our Operating Partnership in connection with certain of our prior acquisitions. OP Units are generally redeemable for cash or, at our discretion, exchangeable into shares of our common stock on a one-for-one basis. The cash redemption amount per OP Unit is based on the market price of a shares of our common stock at the time of redemption. These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the shares of common stock.None.
Issuer Purchases of Equity Securities
None.
Item 3.Defaults Upon Senior Securities
Not applicable.
Item 4.Mine Safety Disclosures
Not applicable.
Item 5.Other Information
None.

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Item 6.Exhibits
EXHIBIT INDEX
Exhibit

Number
Exhibit Description
3.1
3.2
3.3
3.4
4.13.5 
3.6 


4.1 
4.2
114.3 
31.14.4 


4.5 
31.1 
31.2
32.1
32.2
99.1 
99.2 
101.INS***XBRL Instance Document
101.SCH***XBRL Taxonomy Extension Schema Document
101.CAL***XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB***XBRL Taxonomy Extension Label Linkbase Document
101.PRE***XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF***XBRL Definition Linkbase
104Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)
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***Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in Inline eXtensible Business Reporting Language (XBRL)(iXBRL): (i) the Condensed Consolidated Balance Sheets as of September 30, 2017,2020, and December 31, 2016,2019, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 20172020 and 2016,2019, (iii) the Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 20172020 and 2016,2019, (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 20172020 and 2016,2019, and (v) the Notes to the Condensed Consolidated Financial Statements.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Gladstone Land Corporation
Date: November 7, 20174, 2020By:/s/ Lewis Parrish
Lewis Parrish
Chief Financial Officer and

Assistant Treasurer
Date: November 7, 20174, 2020By:/s/ David Gladstone
David Gladstone
Chief Executive Officer and

Chairman of the Board of Directors



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