Table of Contents

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 SEPTEMBER 30, 2017March 31, 2021
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
6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per shareLANDOThe Nasdaq Stock Market, LLC
5.00% Series D Cumulative Redeemable Term Preferred Stock, $0.001 par value per shareLANDMThe 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
¨
☐

Table of Contents
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,May 11, 2021, was 13,637,938.29,357,403.


Table of Contents
GLADSTONE LAND CORPORATION
FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 2017MARCH 31, 2021
TABLE OF CONTENTS
PAGE
PAGE
FINANCIAL INFORMATION
ITEM 1.
3
4
5
6
78
2726
4745
4745
4846
4846
4846
4846
4846
4846
4948
5049


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)
March 31, 2021December 31, 2020
ASSETS
Investments in real estate, net$1,046,371 $1,046,203 
Lease intangibles, net4,390 3,732 
Cash and cash equivalents72,894 9,218 
Other assets, net10,811 8,136 
TOTAL ASSETS$1,134,466 $1,067,289 
LIABILITIES AND EQUITY
LIABILITIES:
Borrowings under lines of credit$100 $100 
Notes and bonds payable, net628,912 623,961 
Series A cumulative term preferred stock, $0.001 par value, $25.00 per share liquidation preference; 850,000 shares authorized, 0 shares issued or outstanding as of March 31, 2021; 2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of December 31, 2020, net0 28,594 
Series D cumulative term preferred stock, $0.001 par value, $25.00 per share liquidation preference; 3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of March 31, 2021; 0 shares authorized, issued, or outstanding as of December 31, 2020, net58,372 0 
Accounts payable and accrued expenses8,573 9,081 
Due to related parties, net3,146 2,484 
Other liabilities, net17,696 19,279 
Total liabilities716,799 683,499 
Commitments and contingencies (Note 7)00
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 March 31, 2021, and December 31, 20206 6 
Series C cumulative redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 25,999,862 shares authorized, 1,624,113 shares issued and outstanding as of March 31, 2021; 25,999,862 shares authorized, 1,088,435 shares issued and outstanding as of December 31, 20202 1 
Common stock, $0.001 par value; 63,094,073 shares authorized, 27,531,951 shares issued and outstanding as of March 31, 2021; 65,544,073 shares authorized, 26,219,019 shares issued and outstanding as of December 31, 202027 26 
Additional paid-in capital476,996 440,470 
Accumulated other comprehensive loss(133)(1,500)
Distributions in excess of accumulated earnings(61,066)(55,213)
Total stockholders’ equity415,832 383,790 
Non-controlling interests in Operating Partnership1,835 0 
Total equity417,667 383,790 
TOTAL LIABILITIES AND EQUITY$1,134,466 $1,067,289 
 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.

3
Table of Contents
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 March 31,
 20212020
OPERATING REVENUES:
Lease revenue, net$16,034 $15,280 
Total operating revenues16,034 15,280 
OPERATING EXPENSES:
Depreciation and amortization6,051 4,257 
Property operating expenses429 521 
Base management fee1,369 1,034 
Incentive fee1,162 1,334 
Administration fee357 384 
General and administrative expenses539 553 
Total operating expenses9,907 8,083 
OTHER INCOME (EXPENSE):
Other income2,235 1,324 
Interest expense(6,193)(4,963)
Dividends declared on Series A and Series D cumulative term preferred stock(804)(458)
Loss on dispositions of real estate assets, net(798)(99)
Property and casualty recovery, net0 66 
(Loss) income from investments in unconsolidated entities(13)34 
Total other expense, net(5,573)(4,096)
NET INCOME554 3,101 
Net income attributable to non-controlling interests(1)(42)
NET INCOME ATTRIBUTABLE TO THE COMPANY553 3,059 
Dividends declared on Series B and Series C cumulative redeemable preferred stock(2,764)(2,125)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$(2,211)$934 
(LOSS) INCOME PER COMMON SHARE:
Basic and diluted$(0.08)$0.04 
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted26,874,630 21,262,080 
COMPREHENSIVE INCOME:
Net income attributable to the Company$553 $3,059 
Change in fair value related to interest rate hedging instruments1,367 (1,257)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY$1,920 $1,802 
 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.

4

Table of Contents
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
(Unaudited)

Three months ended March 31, 2021
 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, 20205,956,065$6 1,088,435$1 26,219,019$26 $440,470 $(1,500)$(55,213)$383,790 $0 $383,790 
Issuance of preferred C stock, net—— 535,6781—— 12,170 — — 12,171 — 12,171 
Issuance of OP Units as consideration in real estate acquisitions, net—— —— —— — — — — 3,970 3,970 
Issuance of common stock, net—— —— 1,312,9321 22,229 — — 22,230 — 22,230 
Net income—— —— —— — — 553 553 1 554 
Dividends—Series B Preferred Stock and Series C Preferred Stock—— —— —— — — (2,764)(2,764)— (2,764)
Distributions—OP Units and common stock—— —— —— — — (3,642)(3,642)(9)(3,651)
Comprehensive income attributable to the Company—— —— —— — 1,367 — 1,367 — 1,367 
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership—— —— —— 2,127 — — 2,127 (2,127)0 
Balance at March 31, 20215,956,065$6 1,624,113$2 27,531,951$27 $476,996 $(133)$(61,066)$415,832 $1,835 $417,667 
 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


Three months ended March 31, 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 —— —— 27,115 — — 27,116 — 27,116 
Redemptions of Series B Preferred Stock(7,753)0 —— —— (185)— — (185)— (185)
Issuance of common stock, net—— —— 409,80005,324 — — 5,324 — 5,324 
Net income—— —— —— — — 3,059 3,059 42 3,101 
Dividends—Series B Preferred Stock and Series C Preferred Stock—— —— —— — — (2,125)(2,125)— (2,125)
Distributions—OP Units and common stock—— —— —— — — (2,850)(2,850)(39)(2,889)
Comprehensive loss attributable to the Company(1,257)— (1,257)— (1,257)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership—— —— —— (4)— — (4)4 0 
Balance at March 31, 20205,977,647$6 —$— 21,346,458$21 $348,020 $(1,647)$(40,701)$305,699 $2,356 $308,055 

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

5

Table of Contents
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Three Months Ended March 31,
 20212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$554 $3,101 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization6,051 4,257 
Amortization of debt issuance costs388 179 
Amortization of deferred rent assets and liabilities, net(179)(69)
Amortization of right-of-use assets from operating leases and operating lease liabilities, net(33)0 
Loss (income) from investments in unconsolidated entities13 (34)
Bad debt expense0 12 
Loss on dispositions of real estate assets, net798 99 
Changes in operating assets and liabilities:
Other assets, net(924)(1,857)
Accounts payable and accrued expenses and Due to related parties, net1,099 (1,243)
Other liabilities, net(1,111)(949)
Net cash provided by operating activities6,656 3,496 
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of new real estate assets(1,579)(7,436)
Capital expenditures on existing real estate assets(3,027)(2,682)
Deposits on prospective real estate acquisitions and investments(800)(50)
Net cash used in investing activities(5,406)(10,168)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred and common equity35,868 35,589 
Offering costs(1,447)(2,523)
Redemptions of cumulative redeemable preferred stock (Series B and Series C)— (185)
Proceeds from issuance of mandatorily-redeemable preferred stock (Series D)60,375 0 
Redemption of mandatorily-redeemable preferred stock (Series A)(28,750)— 
Borrowings from notes and bonds payable9,903 0 
Repayments of notes and bonds payable(4,973)(4,388)
Payments of financing fees(2,223)(263)
Dividends paid on cumulative redeemable preferred stock (Series B and Series C)(2,676)(2,125)
Distributions paid on non-controlling common interests in Operating Partnership(9)(39)
Distributions paid on common stock(3,642)(2,850)
Net cash provided by financing activities62,426 23,216 
NET INCREASE IN CASH AND CASH EQUIVALENTS63,676 16,544 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD9,218 13,688 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$72,894 $30,232 
  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.

6
Table of Contents
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands)
(Unaudited)
 For the Three Months Ended March 31,
 20212020
NON-CASH OPERATING, INVESTING, AND FINANCING INFORMATION:
Issuance of non-controlling interests in Operating Partnership in conjunction with acquisitions, net$3,970 $0 
Operating lease right-of-use assets included in Other assets, net683 168 
Operating lease liabilities included in Other liabilities, net644 127 
Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net692 2,699 
Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net0 28 
Financing fees included in Accounts payable and accrued expenses and Due to related parties, net165 77 
Lender holdback on loan issuance0 498 
Unrealized loss related to interest rate hedging instrument(133)(1,647)
Dividends paid on Series C Preferred Stock via additional share issuances21 0 


The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
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. 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 September 30, 2017,operations of the Operating Partnership are consolidated within our financial statements. As of March 31, 2021 and December 31, 2016,2020, the Company owned approximately 99.3% and 100.0%, 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 any 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 taxed 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. For the three months ended March 31, 2021, and for the tax year ended December 31, 2020, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.
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, 2016,2020, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 201724, 2021 (the “Form 10-K”). The results of operations for the three and nine months ended September 30, 2017,March 31, 2021, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates
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 thosethese estimates.
Reclassifications
8
Certain line items on the accompanying Condensed Consolidated Statement
Table of Operations and Condensed Consolidated Statement of Cash Flows for the three and nine months ended September 30, 2016, have 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.Contents
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, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"), which was amended in each of March, April May, and December of 2016. 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 beginning January 1, 2018, 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 do not expect ASU 2014-09 to have a material impact on our results of operations or 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.
In February 2016,2020, the FASB issued ASU 2016-02, “Leases (Topic 842): An Amendmenta staff question-and-answer document, “Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the FASB Accounting Standards Codification” (“ASU 2016-02”COVID-19 Pandemic” (the “COVID-19 Q&A”), to address certain frequently-asked questions pertaining to lease concessions arising from the effects of the COVID-19 pandemic. Existing lease guidance requires entities to determine if a lease concession is a result of a new arrangement reached with the tenant (which would be addressed under the lease modification accounting framework) or if a lease concession is under the enforceable rights and obligations within the existing lease agreement (which would not fall under the lease modification accounting framework). The new standard requires lesseesCOVID-19 Q&A clarifies that entities may elect to apply a dual approach, classifying leases as either finance or operating leases based on the principle ofnot evaluate whether or not the lease 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 termlease-related relief granted in light of the lease. A lesseeeffects of COVID-19 is also required to record a right-of-use asset and a lease liability for all leases withmodification, provided that the concession does not result in a term of greater than 12 months, regardlesssubstantial increase in rights of the classification. Leases with a term of 12 monthslessor 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. ASU 2016-02 supersedes the previous leasing standard, Accounting Standards Codification ("ASC") 840, “Leases,” and is effective on January 1, 2019, with early adoption permitted. We expect 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 year for which we are the lessee.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows, with the objective of reducing the existing diversity 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 consensusobligations of the FASB Emerging Issues Task Force)" ("ASU 2016-18"), which requires the statement of cash flows to explain the change during the periodlessee. This election is available for concessions that result in the total of cash, cash equivalents, and amounts describedpayments required by the modified contract being substantially the same 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 reconcilingless than the beginning-of-period and end-of-period total amounts shown onpayments required by 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.original contract.
In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business" ("ASU 2017-01"), 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 continue to be treated as asset acquisitions under ASC 360, resulting in similar treatment of acquisition-related costs.
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 140 farms we owned as of September 30, 2017March 31, 2021 (dollars in thousands, except for footnotes):
LocationNo. of FarmsTotal
Acres		Farm Acres
Net Cost Basis(1)
Encumbrances(2)
California(3)(4)
5625,20223,531$622,177 $383,829 
Florida2320,77016,256209,525 129,527 
Arizona(5)
66,2805,22857,368 19,575 
Colorado1232,77325,57748,023 30,147 
Washington31,3841,00139,006 25,425 
Nebraska97,7827,05030,601 19,296 
Michigan1596268211,832 7,011 
Texas13,6672,2198,306 5,117 
Maryland69878637,939 4,644 
Oregon34183636,091 3,839 
South Carolina35974473,790 2,259 
North Carolina23102952,235 1,206 
Delaware11801401,272 744 
140101,31283,652$1,048,165 $632,619 
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 $3.6 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 certain of our properties. As of March 31, 2021, this investment had a net carrying value of approximately $1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.
(4)Includes 1 farm in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041. The farm subject to this sublease consists of approximately five acres and had an aggregate net cost basis of approximately $784,000 as of March 31, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
(5)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 $2.3 million as of March 31, 2021 (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,March 31, 2021, and December 31, 20162020 (dollars in thousands):
9
Table of Contents
  September 30, 2017 December 31, 2016
Real estate:    
Land and land improvements $356,015
 $265,985
Irrigation systems 48,750
 33,969
Buildings 17,790
 14,671
Horticulture 30,967
 17,759
Other improvements 6,244
 4,993
Real estate, at cost 459,766
 337,377
Accumulated depreciation (15,376) (11,066)
Real estate, net $444,390
 $326,311
March 31, 2021December 31, 2020
Real estate:
Land and land improvements$714,676 $713,333 
Permanent Plantings202,443 202,420 
Irrigation and drainage systems140,855 141,408 
Farm-related facilities32,812 28,146 
Other site improvements10,285 10,132 
Real estate, at gross cost1,101,071 1,095,439 
Accumulated depreciation(54,700)(49,236)
Real estate, net$1,046,371 $1,046,203 
Real estate depreciation expense on these tangible assets was approximately $1.7$5.7 million and $4.4$3.4 million for the three and nine months ended September 30, 2017, respectively,March 31, 2021 and $1.2 million and $3.2 million for the three and nine months ended September 30, 2016,2020, respectively.
Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of September 30, 2017,both March 31, 2021, and December 31, 2016,2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.2 million and $1.8 million, respectively.$2.0 million. We recorded both depreciation expense and additional rentallease revenue related to these tenant improvements of approximately $61,000$98,000 and $150,000 for the

three and nine months ended September 30, 2017, respectively, and $31,000 and $98,000$75,000 for the three and nine months ended September 30, 2016,March 31, 2021 and 2020, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2017,March 31, 2021, and December 31, 20162020 (dollars in thousands):
 September 30, 2017 December 31, 2016March 31, 2021December 31, 2020
Lease intangibles:    Lease intangibles:
Leasehold interest – land $3,498
 $—
Leasehold interest – land$4,285 $3,498 
In-place leases 1,523
 1,481
In-place leases1,824 1,968 
Leasing costs 1,511
 1,086
Leasing costs1,616 1,640 
Tenant relationships 439
 706
Tenant relationships127 127 
Lease intangibles, at cost 6,971
 3,273
Lease intangibles, at cost7,852 7,233 
Accumulated amortization (1,175) (1,273)Accumulated amortization(3,462)(3,501)
Lease intangibles, net $5,796
 $2,000
Lease intangibles, net$4,390 $3,732 
Total amortization expense related to these lease intangible assets was approximately $390,000$383,000 and $739,000$826,000 for the three and nine months ended September 30, 2017, respectively,March 31, 2021 and $207,000 and $582,000 for the three and nine months ended September 30, 2016,2020, respectively.
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,March 31, 2021, and December 31, 20162020 (dollars in thousands).:
 March 31, 2021December 31, 2020
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 $(110)$308 $(154)
Below-market lease values and other deferred revenue(2)
(2,229)372 (908)336 
$(1,974)$262 $(600)$182 
  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 $4,000$(44,000) and $7,000$31,000 for the three and nine months ended September 30, 2017, respectively,March 31, 2021 and $2,000 and $5,000 for the three and nine months ended September 30, 2016,2020, respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $17,000$36,000 and $47,000$25,000 for the three and nine months ended September 30, 2017, respectively,March 31, 2021 and $9,000 and $24,000 for the three and nine months ended September 30, 2016,2020, respectively.
10
Table of Contents
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.

20172021 Acquisitions
During the ninethree months ended September 30, 2017,March 31, 2021, we acquired 143 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)
Palmer Mill RoadDorchester, MD3/3/20212282Sod10.0 years2 (5 years)$1,600 $48 $89 
Eight Mile Road - Port FacilitySan Joaquin, CA3/11/202151Cooling Facility & Storage9.8 years3 (5 years)3,977 30 189 
2333$5,577 $78 $278 
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
(1)Includes approximately $4,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.
(1)
(2)Based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
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,March 31, 2021, in the aggregate, we recognized operating revenues of approximately $1.5 million$25,000 and $3.0 million, respectively, and earningsa net loss of approximately $341,000 and $1.2 million, respectively,$4,000 related to the above acquisitions.


20162020 Acquisitions
During the ninethree months ended September 30, 2016,March 31, 2020, we acquired 132 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
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
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)
County Road 18Phillips, CO1/15/20201,3252Sugar beets, edible beans, potatoes, & corn6.0 yearsNone$7,500 $39 $417 
1,3252$7,500 $39 $417 
(1)
(1)Includes approximately $4,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.
(2)Unaudited; 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.
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,March 31, 2020, we recognized operating revenues of approximately $770,000$88,000 and $1.5 million, respectively, and losses ofnet income of approximately $42,000 and $196,000, respectively,$70,000 related to the above acquisitions (which loss figures include approximately $128,000 and $229,000, respectively, of non-recurring acquisition-related costs).acquisition.
Purchase Price Allocations
The allocation of the aggregate purchase price for the farms acquired during each of the ninethree months ended September 30, 2017March 31, 2021 and 20162020 is as follows (dollars in thousands):
Assets (Liabilities) Acquired2021 Acquisitions2020 Acquisitions
Land and Land Improvements$1,341 $6,843 
Irrigation & Drainage Systems209 657 
Farm-related Facilities4,218 0 
Other Site Improvements88 0 
Leasehold Interest—Land787 
In-Place Leases110 0 
Leasing Costs145 0 
Below-market Lease Values(1)
(1,321)0 
Total Purchase Price$5,577 $7,500 
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(1)Included within Other liabilities, assumed in connection with new real estate acquired during the nine months ended September 30, 2017 and 2016:
  
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
Pro-Forma Financials
During the nine months ended September 30, 2016, we acquired six farms that qualified as business combinations. No farms were acquired during the nine months ended September 30, 2017 that were treated as business combinations. The following table reflects pro-forma consolidated financial information as if each farm acquired during the nine months ended September 30, 2016, as part of a business combination was acquired on January 1, 2015. In addition, pro-forma earnings have been adjusted to assume that acquisition-related costs related to these farms were incurred at the beginning of the previous fiscal year (dollars in thousands, except share 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 purport to represent our consolidated financial position or results of operations for future periods.
Significant Existing Real Estate Activity
Lease Extensions and Renewals
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, these leases were renewed for additional terms ranging between one and five years and for total annualized rents of approximately $2.2 million, representing a decrease of approximately $167,000 (approximately 7.0%) from that of the prior leases. These renewals were executed without incurring any downtimenet on the respective farms, and no leasing commissions or tenant improvements were incurredaccompanying Condensed Consolidated Balance Sheets.
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 Californiaa related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring
11
Table of Contents
properties. As of March 31, 2021, our aggregate ownership interest in September 2015,the LLC was 50.0%. As our investment in the LLC is deemed to constitute “significant influence,” we agreed to fundhave accounted for this investment under the developmentequity method.
During the three months ended March 31, 2021 and 2020, we recorded (loss) income of approximately $(13,000) and $34,000, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the property into(loss) income recognized by the LLC. Our combined ownership interest in the LLC, which had 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. As of September 30, 2017, the development project had been completed at a total costaggregate carrying value of approximately $8.4$1.1 million and $1.2 million, as a result, we expect to receive approximately $5.2 million of additional rent throughoutMarch 31, 2021, and December 31, 2020, respectively, is included within Other assets, net on the term of the lease, which expires January 9, 2031.

accompanying Condensed Consolidated Balance Sheets.
Portfolio Diversification and Concentrations
Diversification
The following table summarizes the geographic locations, by state, of our properties with leases in place as of September 30, 2017 and 2016 (dollars in thousands):
  As of and For the Nine Months Ended September 30, 2017 As of and For the Nine Months Ended September 30, 2016
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
California 27 7,921 12.8% $8,749
 47.8% 21 6,516 19.3% $6,986
 56.4%
Florida 17 11,225 18.2% 4,839
 26.5% 15 5,567 16.5% 2,408
 19.4%
Colorado 9 30,170 48.8% 2,018
 11.0% 8 13,575 40.1% 951
 7.7%
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%
Michigan 4 270 0.4% 187
 1.0% 4 270 0.8% 187
 1.5%
North Carolina 2 310 0.5% 42
 0.2% — — —% —
 —%
Washington 1 746 1.2% 31
 0.2% — — —% —
 —%
TOTALS 72 61,794 100.0% $18,302
 100.0% 56 33,800 100.0% $12,388
 100.0%
Concentrations
Credit Risk
As of September 30, 2017,March 31, 2021, our farms were leased to 49various different, unrelated third-party tenants, with certain tenants leasing more than one farm. One unrelated 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% of the rental revenue recorded during the nine months ended September 30, 2017. In addition, Dole Food Company (“Dole”) leases two of our farms, and aggregate rental revenue attributable to Dole accounted for approximately $2.2 million, or 12.2% of the rental 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 rentallease revenue recorded during the ninethree months ended September 30, 2017.March 31, 2021.
Geographic Risk
As of September 30, 2017, 27 of the 72 farms we owned wereFarms located in California 17 farms were located inand Florida and 9 farms were located in Colorado. Further, our California, Florida, and Colorado farms accounted for approximately $8.7$9.9 million (47.8%(61.9%), $4.8 and $3.4 million (26.5%), and $2.0 million (11.0%(20.9%), respectively, of the rentaltotal lease revenue recorded during the ninethree months ended September 30, 2017. Our 27 California farms are spread across four of the many different growing regions within the state.March 31, 2021. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster (such as an earthquake, wildfire, or flood) occur or climactic change impact the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. No other single state accounted for more than 10.0% of theour total rentallease revenue recorded during the ninethree months ended September 30, 2017.March 31, 2021.

Impairment
We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. As of March 31, 2021, and December 31, 2020, we concluded that NaN of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception.
NOTE 4. BORROWINGS
Our borrowings as of September 30, 2017,March 31, 2021, and December 31, 20162020, are summarized below (dollars in thousands):
 Carrying Value as of As of March 31, 2021
March 31, 2021 December 31, 2020
Stated Interest
Rates(1)
(Range; Wtd. Avg)
 Maturity Dates
(Range; Wtd. Avg)
Notes and bonds payable:
Fixed-rate notes payable$536,015 $492,182 2.45%–5.70%; 3.72%2/14/2022–11/1/2045; December 2031
Variable-rate notes payable(2)
4,410 45,525 2.11%–2.11%; 2.11%12/1/2022–12/1/2030; October 2029
Fixed-rate bonds payable92,094 89,883 2.13%–4.57%; 3.49%8/17/2021–10/31/2028; July 2024
Total notes and bonds payable632,519 627,590 
Debt issuance costs – notes and bonds payable(3,607)(3,629)N/AN/A
Notes and bonds payable, net$628,912 $623,961 
Variable-rate revolving lines of credit$100 $100 2.50%4/5/2024
Total borrowings, net$629,012 $624,061 
  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
    
(1)Where applicable, stated interest rates are before interest patronage (as described below).
(2)Notes were fixed subsequent to March 31, 2021; see Note 11, “Subsequent Events.”
(1)
Where applicable, stated interest rates are before interest patronage (as described below).
As of March 31, 2021, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $1.0 billion. The weighted-average interest rate charged on the above borrowings excluding(excluding the impact of deferred financingdebt issuance costs and before any interest patronage, or refunded interest,interest) was 3.44% and 3.33%3.70% for the three and nine months ended September 30, 2017, respectively, and 3.29% and 3.27%March 31, 2021, as compared to 3.98% for the three and nine months ended September 30, 2016, respectively.March 31, 2020. In addition, 20162020 interest patronage from our Farm Credit
12
Table of Contents
Notes Payable (as defined below), which we received and recorded during the six months ended June 30, 2017, resulted in a 17.2%28.7% reduction (approximately 61135 basis points) to the stated interest rates on such borrowings. See below under “—Farm Credit Notes Payable—Interest Patronage“ for further discussion on interest patronage.
MetLife BorrowingsAs of March 31, 2021, 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, 2017March 31, 2021 (dollars in thousands, except for footnotes):
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 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)
Based on the properties that were pledged as collateral under the 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
IssuanceAggregate
Commitment		Maturity
Dates		Principal
Outstanding		 Interest Rate Terms Undrawn
Commitment		 
New MetLife Term Note$75,000 (1)1/5/2030$36,900 2.75%, fixed through 1/4/2030(2)38,100 (3)
MetLife Lines of Credit75,000 4/5/2024100 3-month LIBOR + 2.00%(4)74,900 (3)
Total principal outstanding$37,000   
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(1)If the aggregate incommitment under the table below (dollars in thousands):New MetLife Term Note is not fully utilized by December 31, 2022, MetLife has the option to be relieved of its obligation to disburse the additional funds under the New MetLife Term Note.
(2)Interest rates on any disbursements under the New MetLife Term Note will be based on prevailing market rates at the time of such disbursements. 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).
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(3)Based on the properties that were pledged as collateral under the New MetLife Facility, as of September 30, 2017,March 31, 2021, the maximum additional amount we were in compliance with all covenants applicable tocould draw under the facility was approximately $24.2 million.
(4)The interest rate on the MetLife Borrowings.
FarmLines of Credit Notes Payable
From timeis subject to time since September 2014, we, through certain subsidiariesa minimum annualized rate of our Operating Partnership, have entered into various loan agreements with certain Farm Credit associations, including Farm Credit2.50%, plus an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under each line 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")credit). During the nine months ended September 30, 2017, we entered into the following loan agreements with Farm Credit (dollars in thousands):
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)
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):
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 recorded upon receipt and is included in Other income on our Condensed Consolidated Statements of Operations. Receipt of interest patronage typically occurs in the first half of the calendar year following the year in which the respective interest payments are made.
As of September 30, 2017, we were in compliance with all covenants applicable to the Farm Credit Notes Payable.
Farmer Mac Facility
On December 5, 2014, we, through certain subsidiaries of our Operating Partnership, entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”), for a secured note purchase facility. As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate amount of $125.0 million (the “Prior Farmer Mac Facility”) through December 11, 2018, after which date the Bond Purchaser had the option to continue buying new bonds issued under the Farmer Mac Facility.
On December 10, 2020, we entered into an amended and restated bond purchase agreement (the “Amended and Restated Bond Purchase Agreement”) with Farmer Mac and the Bond Purchaser, increasing the secured note purchase facility that providesto provide for bond issuances up to an aggregate principal amount of $75.0$225.0 million (the “Farmer“New Farmer Mac Facility”). On June 16, 2016,In addition, the Amended and Restated Bond Purchase Agreement extended the date through which we amendedmay issue new bonds to May 31, 2023, and the final maturity date for 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, 2018.31, 2030.
During the ninethree months ended March 31, 2021, we issued 1 new bond under the Farmer Mac Facility, the pertinent terms of which are summarized in the following table (dollars in thousands):
Date of IssuanceAmountMaturity DatePrincipal AmortizationStated
Interest Rate		Interest Rate Terms
2/4/2021$2,460 10/31/202825.0 years3.13%Fixed throughout term
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 12 different Farm Credit associations (collectively, “Farm Credit”). During the three months ended March 31, 2021, we entered into the following loan agreements with Farm Credit (dollars in thousands):
13
Table of Contents
IssuerDate of
Issuance		AmountMaturity
Date		Principal
Amortization
Stated Interest Rate(1)
Interest Rate Terms
Farm Credit West, FLCA(2)
1/28/2021$2,07311/1/204524.8 years3.23%Fixed through December 31, 2027 (variable thereafter)
Mid Atlantic Farm Credit, ACA3/3/2021960 6/1/204524.4 years3.80%Fixed through 1/31/2031 (variable thereafter)
(1)Stated rate is before interest patronage, as described below.
(2)Loan proceeds used to repay a previously-issued loan with a balance of approximately $1.4 million and a stated interest rate of 4.99%.
Interest Patronage
Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our Condensed Consolidated Statements of 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 expense is accrued. During the three months ended March 31, 2021, we recorded interest patronage of approximately $2.2 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2020. In addition, during the three months ended September 30, 2017,2020, we issued five bonds for gross proceedsrecorded approximately $306,000 of 2020 interest patronage, as certain Farm Credit associations prepaid a portion of the 2020 interest patronage (which related to interest accrued during 2020 but is typically received in 2021). In total, we recorded approximately $35.6$2.5 million of 2020 interest patronage related to our Farm Credit Notes Payable, which resulted in a 28.7% reduction (approximately 135 basis points) to the interest rates on such borrowings.
Other Borrowings
During the three months ended March 31, 2021, we entered into loan agreements with various other lenders, the terms of which are summarized in the aggregate, in thefollowing table below (dollars in thousands):
LenderDate of IssuanceAmountMaturity DatePrincipal AmortizationStated Interest RateInterest Rate Terms
Rabo AgriFinance, LLC3/11/2021$3,780 12/1/203025.0 years2.11%
1-month LIBOR + 2.00%(1)
Rabo AgriFinance, LLC3/11/2021630 12/1/2022None
(interest only)		2.11%
1-month LIBOR + 2.00%(1)
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, in the aggregate, the terms(1)Subsequent to March 31, 2021, we entered into fixed interest rate swap agreements for each of the 14 bonds outstanding under the Farmer Mac Facility as of September 30, 2017 (dollars in thousands):these loans. See Note 11, “Subsequent Events—Financing Activity—Borrowing Activity—Interest Rate Swap Agreements,” for additional information on these swap agreements.
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.

Debt Service – Aggregate Maturities
Scheduled principal payments of our aggregate mortgage notes and bonds payable as of September 30, 2017,March 31, 2021, for the succeeding years are as follows (dollars in thousands):
PeriodPeriod 
Scheduled
Principal Payments
PeriodScheduled
Principal Payments
For the remaining three months ending December 31:2017 $601
For the remaining nine months ending December 31:For the remaining nine months ending December 31:2021$16,335 
For the fiscal years ending December 31:2018 23,433
For the fiscal years ending December 31:202251,928 
2019 11,060
202344,003 
2020 26,484
202440,123 
2021 7,242
202537,133 
2022 36,089
202616,255 
Thereafter 187,227
Thereafter426,742 
 $292,136
$632,519 
Fair Value
ASC 820, “Fair Value Measurement (Subtopic 820)” (“ASC 820”), provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10 "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;
14
Table of Contents
•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,March 31, 2021, the aggregate fair value of our long-term fixed-rate mortgage notes and bonds payable was approximately $286.3$626.2 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of $292.1approximately $632.5 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,March 31, 2021, is deemed to approximate their aggregate carrying value of $5.1$0.1 million.
Interest Rate Swap Agreements
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 March 31, 2021, our interest rate swaps were valued using Level 2 inputs.
In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets. We record changes in fair value on a quarterly basis, using current market valuations at quarter end. The following table summarizes our interest rate swap as of March 31, 2021, and December 31, 2020 (dollars in thousands):
PeriodAggregate Notional AmountAggregate Fair Value AssetAggregate Fair Value Liability
As of March 31, 2021$57,222 $561 $(694)
As of December 31, 202014,077 0 (1,500)
The following table summarizes certain balance sheet information regarding our derivative instruments as of March 31, 2021, and December 31, 2020 (dollars in thousands):
Derivative Asset (Liability) Fair Value
Derivative TypeBalance Sheet LocationMarch 31, 2021December 31, 2020
Derivatives Designated as Hedging Instruments:
Interest rate swapsOther assets, net$561 $0 
Interest rate swapsOther liabilities, net(694)(1,500)
Total, net$(133)$(1,500)
The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three months ended March 31, 2021 and 2020 (dollars in thousands):
Three Months Ended March 31, 2021Three months ended March 31, 2020
Derivative in cash flow hedging relationship:
Interest rate swaps$1,367 $(1,257)
Total$1,367 $(1,257)
NOTE 5. MANDATORILY-REDEEMABLE PREFERRED STOCK
OnSeries A Term Preferred Stock
15
Table of Contents
In 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
On February 12, 2021, we redeemed all of our outstanding shares of Series A Term Preferred Stock at a cash redemption price of $25.00 per share plus all accrued and unpaid dividends up to, but excluding, the redemption date. In total, we paid approximately $28.8 million for the redemption of the Series A Term Preferred Stock using proceeds were usedfrom the offering of our Series D Term Preferred Stock (as defined below). Our Series A Term Preferred Stock was delisted from Nasdaq on the date we redeemed all outstanding shares. In connection with this early redemption, during the three months ended March 31, 2021, we wrote off approximately $127,000 of unamortized issuance costs related to repay existing indebtedness,the issuance of the Series A Term Preferred Stock.
Subsequent to fund new property acquisitionsMarch 31, 2021, we filed Articles Supplementary reclassifying 850,000 authorized but unissued shares of Series A Term Preferred Stock as additional shares of common stock. See Note 11, “Subsequent Events—Equity Activity—Articles Supplementary Reclassifying Remaining Series A Term Preferred Stock.”
Series D Term Preferred Stock
In January 2021, we completed a public offering of 5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share (the “Series D Term Preferred Stock”), at a public offering price of $25.00 per share. As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $60.4 million and for other general corporate purposes.net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $58.3 million. The Series D Term Preferred Stock is traded under the ticker symbol "LANDP,"“LANDM” on Nasdaq.
The shares of the NASDAQ Global Market. TheSeries D Term Preferred Stock ishave a mandatory redemption date of January 31, 2026, and are not convertible into our common stock or any other securities.
Generally, we mayare not permitted to redeem shares of the Series D Term Preferred Stock prior to September 30, 2018,January 31, 2023, except in limited circumstances to preserve our qualification as a REIT. On or after September 30, 2018,January 31, 2023, we may redeem the shares at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption. The shares of the Term Preferred Stock have a mandatory redemption date of September 30, 2021.
We incurred approximately $1.2$2.1 million in total offering costs related to this issuance, which have been recorded net of the Series D Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance 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 D 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,March 31, 2021, the fair value of our Series D Term Preferred Stock was approximately $29.8$61.7 million, as compared to the carrying value exclusive(exclusive of unamortized offering costs,costs) of $28.8approximately $60.4 million. The fair value of our Series D Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10 "Fair Value Measurements and Disclosures," and is calculated based on the closing per-share price as of September 30, 2017,March 31, 2021, of $25.93.$25.54.
TheFor information on the dividends to preferred stockholders declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the ninethree months ended September 30, 2017 and 2016 are reflected in the table below.March 31, 2021, 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.
16
Table of Contents
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 beginning withwas amended and restated on each of July 9, 2019, and January 14, 2020 (as amended, the three months ended June 30, 2017. Our entrance into the Amended“Advisory Agreement”). The Administration Agreement and Advisory Agreement waswere both 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 Agreement and a summary of 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 Agreement
Pursuant to the Amended Advisory Agreement, effective beginning with the three months ended June 30, 2017, 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. Each of thesethe base management, incentive, capital gains, and termination fees is described below.
Base Management Fee
APursuant to the Advisory Agreement, a base management fee will beis paid quarterly and will beis calculated as 2.0% per annum (0.50%at an annual rate of 0.50% (0.125% per quarter) of the prior calendar quarter's total adjusted equity, which isquarter’s “Gross Tangible Real Estate,” defined as total equity plus total mezzanine equity, ifthe gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any eachaccumulated depreciation, and as reportedshown on our balance sheet adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items ("Total Adjusted Equity").or the notes thereto for the applicable quarter.
Incentive Fee
AnPursuant to the Advisory Agreement, an incentive fee will beis calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceedsexceeded a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter'squarter’s Total Adjusted Common Equity.
For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Amended Advisory Agreement as FFO (also as defined in the Amended Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paiddeclared on preferred stock securities that arewere not treated as a liability for GAAP purposes. In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in 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.
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 exceedsexceeded 2.1875% in any calendar quarter (8.75% annualized).
Capital Gains Fee
APursuant to the Advisory Agreement, 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 the Advisory Agreement, 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.
17
Table of Contents
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. In addition, Michael LiCalsi, our General Counsel and Secretary, serves in several capacities for Gladstone Securities, including as Chief Legal Officer, Secretary, and a member of its board of managers since 2010 and a managing principal since 2011.
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 provides 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 be payable upon closing of the respective financing, will range 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 each of the three and nine months ended September 30, 2017,March 31, 2021 and 2020, we paid total financing fees to Gladstone Securities of approximately $17,000 and $0, respectively. Through March 31, 2021, the total amount of financing fees paid to Gladstone Securities represented approximately 0.1%0.14% of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreements
On January 10, 2018, we entered into a dealer-manager agreement, which was amended and restated on May 31, 2018 (the “Series B Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities served as our exclusive dealer-manager in connection with the offering of our Series B Preferred Stock (as defined in Note 8, “Equity—Series B Preferred Stock”). On February 20, 2020, we entered into a dealer-manager agreement (the “Series C Dealer-Manager Agreement,” and together with the Series B Dealer-Manager Agreement, the “Dealer-Manager Agreements”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock (as defined in Note 8, “Equity—Equity Issuances—Series C Preferred Stock”).
Pursuant to the Dealer-Manager Agreements, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock and Series C Preferred Stock, and we generally paid or pay Gladstone Securities the following:
•With regard to the Series B Preferred Stock:
iselling commissions of up to 7.0% of the gross proceeds from sales in the offering (the “Series B Selling Commissions”), and
iia dealer-manager fee of 3.0% of the gross proceeds from sales in the offering (the “Series B Dealer-Manager Fee”).
•With regard to the Series C Preferred Stock:
iselling commissions of up to 6.0% of the gross proceeds from sales in the offering (the “Series C Selling Commissions,” and together with the Series B Selling Commissions, the “Selling Commissions”), and
iia dealer-manager fee of 3.0% of the gross proceeds from sales in the offering (the “Series C Dealer-Manager Fee,” and together with the Series B Dealer-Manager Fees, the “Dealer-Manager Fees”).
No Series C Selling Commissions or Series C Dealer-Manager Fee shall be paid with respect to shares of the Series C Preferred Stock sold pursuant to our dividend reinvestment plan (the “DRIP”) for the Series C Preferred Stock. Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offerings. The terms of each of the Dealer-Manager Agreements were approved by our board of directors, including its independent directors.
During the three months ended March 31, 2020, we paid total Series B Selling Commissions and Series B Dealer-Manager Fees to Gladstone Securities of approximately $2.5 million in connection with sales of the Series B Preferred Stock, the offering for which was completed on March 9, 2020. During the three months ended March 31, 2021 and 2020, we paid total Series C
18
Table of Contents
Selling Commissions and Series C Dealer-Manager Fees to Gladstone Securities of approximately $1.1 million and $0, respectively, in connection with sales of the Series C Preferred Stock. The majority of these amounts were then remitted by Gladstone Securities to unrelated third parties involved in the respective offerings, including participating broker-dealers and wholesalers. Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the respective securities 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 March 31,
 20212020
Base management fee(1)(2)
$1,369 $1,034 
Incentive fee(1)(2)
1,162 1,334 
Total fees to our Adviser, net$2,531 $2,368 
Administration fee(1)(2)
$357 $384 
Selling Commissions and Dealer-Manager Fees(1)(3)
$1,144 $2,484 
Financing fees(1)(4)
17 0 
Total fees to Gladstone Securities$1,161 $2,484 
(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.
(3)Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.
 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
 $—
(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.
(1)
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,March 31, 2021, and December 31, 2016,2020, were as follows (dollars in thousands):
March 31, 2021December 31, 2020
Base management fee$1,369 $1,130 
Incentive fee1,162 883 
Other(1)
9 18 
Total due to Adviser2,540 2,031 
Administration fee357 363 
Cumulative accrued but unpaid portion of prior Administration Fees(2)
154 75 
Total due to Administrator511 438 
Due to Gladstone Securities(3)
95 15 
Total due to related parties(4)
$3,146 $2,484 
  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)Represents certain Selling Commissions and Dealer-Manager Fees owed in connection with recent sales of our Series C Preferred Stock.
(4)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 Sheets.
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
19
Table of Contents
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
March 31, 2021
Hillsborough, FL55$2,250 (2)Q2 2021$1,073 
Tulare, CA160700 (2)Q2 20210 
Wicomico & Caroline, MD, and Sussex, DE833115 

Q3 202136 
Napa, CA2701,548 (2)Q3 20230 
Santa Barbara, CA2714,000 (2)Q3 20242,427 
Columbia, OR1571,800 (2)Q3 20241,146 
Collier & Hendry, FL3,6122,000 (2)Q2 20250 
(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 usus.
Ground Lease Obligations
We are obligated as lessee under 3 ground leases. Future minimum lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2021, is as follows (dollars in thousands):
Period
Future Lease Payments(1)
For the remaining nine months ending December 31:2021$33 
For the fiscal years ending December 31:202270 
202370 
202470 
202540 
202640 
Thereafter600 
Total undiscounted lease payments923 
Less: imputed interest(279)
Present value of lease payments$644 
(1)Certain annual lease payments are set at an initial annual ratethe beginning of 6.5%, which rate is subjecteach year to annual escalations andthen-current market resets. rates (as determined by the State of Arizona, as lessor). The amounts shown above represent estimated amounts based on the lease rates currently in place.
As a result of this project,these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and assuming full deploymentComprehensive Income) 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,$14,000 and $12,000 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,2021 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.2020, respectively.
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 January 13, 2021, we filed with the State Department of Assessments and Taxation of Maryland (“SDAT”) the Articles Supplementary (i) setting forth the rights, preferences and terms of the Series D Term Preferred Stock and (ii) reclassifying and designating 3,600,000 shares of our authorized and unissued shares of common stock as shares of Series D Term Preferred Stock.
Amendment to Operating Partnership Agreement
On January 13, 2021, the Operating Partnership adopted the Fifth Amendment to its First Amended and Restated Agreement of Limited Partnership, including Exhibit SD thereto (collectively, the “Amendment”), as amended from time to time, establishing
20
Table of Contents
the rights, privileges, and preferences of 5.00% Series D Cumulative Term Preferred Units, a newly-designated class of limited partnership interests (the “Series D Term Preferred Units”). The Amendment provides for the Operating Partnership’s establishment and issuance of an equal number of Series D Term Preferred Units as are issued shares of Series D Term Preferred Stock by the Company in connection with the offering of Series D Term Preferred Stock upon the Company’s contribution to the Operating Partnership of the net proceeds of the offering of Series D Term Preferred Stock. Generally, the Series D Term Preferred Units provided for under the Amendment have preferences, distribution rights, and other provisions substantially equivalent to those of the Series D Term Preferred Stock.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of March 31, 2021, and December 31, 2020, we owned approximately 99.3% and 100.0%, respectively, of the outstanding OP Units. As of March 31, 2021, and December 31, 2020, there were 204,778 and 0 OP Units held by non-controlling OP Unitholders, respectively.
On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis. The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption. A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.
Information regarding OP Units issued to noncontrolling OP Unitholders during the three months ended March 31, 2021, is provided in the following table (dollars in thousands, except per-unit amounts):
Number of OP Units IssuedWeighted Average
Issuance Price per OP Unit
Aggregate Value(1)
204,778$19.42$3,977 
(1)Based on the closing stock price of the Company’s common stock on the date of issuance.
NaN OP Units were tendered for redemption during the three months ended March 31, 2021.
Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock. When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.
The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
Registration Statement
On March 6, 2020, we filed a universal registration statement on Form S-3 (File No. 333-236943) with the SEC (the “Registration Statement”) to replace our prior universal registration statement. The Registration Statement, which was declared effective by the SEC on April 1, 2020, permits us to issue up to an aggregate of $1.0 billion in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of 2 or more of such securities. Through March 31, 2021, we had issued a total of 1,624,251 shares of Series C Preferred Stock for gross proceeds of approximately $40.3 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $60.4 million, and 5,897,190 shares of common stock (excluding 288,303 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $90.3 million under the Registration Statement.
Equity Issuances
Series B Preferred Stock
On May 31, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Series B Offering”) of our 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) at an offering price of $25.00 per share for gross proceeds of up to $150.0 million. The Series B Preferred Stock was offered on a continuous, “reasonable best efforts” basis by Gladstone Securities, the dealer-manager for the Series B Offering.
21
Table of Contents
The Series B Offering was completed on March 9, 2020 (the “Series B Termination Date”), with the full 6,000,000 allotted shares being sold, and, exclusive of redemptions, resulted in total gross proceeds of approximately $147.5 million and net proceeds, after deducting Series B Selling Commissions, Series B Dealer-Manager Fees, and offering expenses payable by us, of approximately $133.4 million. See Note 6, “Related-Party Transactions—Gladstone Securities—Series B Dealer-Manager Agreement,” for a discussion of the fees and commissions to be paid to Gladstone Securities in connection with the Series B Offering.
During the year ended December 31, 2020, we listed the Series B Preferred Stock on Nasdaq under the ticker “LANDO.” Trading of the Series B Preferred Stock on Nasdaq commenced on October 19, 2020.
Series C Preferred Stock
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, par value $0.001 per share (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.
The following table provides information on equity sales that have occurred during the three months ended March 31, 2021 (dollars in thousands, except per-share amounts):
Number of Shares Sold(1)
Weighted Average Offering Price Per ShareGross Proceeds
Net Proceeds(2)
534,971$24.89 $13,315 $12,171 
(1)Excludes shares issued pursuant to the DRIP. During the three months ended March 31, 2021, we issued approximately 707 shares of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of Series C Selling Commissions and Series C Dealer-Manager Fees.
As of March 31, 2021, excluding Series C Selling Commissions and Series C Dealer-Manager Fees, we have incurred approximately $301,000 of costs related to the Series C Offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against gross proceeds received from the offering through additional paid-in capital as shares of the Series C Preferred Stock are sold. See Note 6, “Related-Party Transactions—Gladstone Securities—Series C Dealer-Manager Agreement,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series C Offering.
The Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either June 1, 2025 (unless terminated earlier or extended by our Board of Directors), or the date on which all 20,000,000 shares in the Primary Series C Offering are sold. 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.
See Note 11, “Subsequent Events—Equity Activity—Equity Issuances,” for sales of Series C Preferred Stock completed subsequent to March 31, 2021.
Common Stock
At-the-Market Program
On May 12, 2020, we entered into equity distribution agreements with Virtu Americas, LLC, and Ladenburg & Co., Inc., under which we may issue and sell, from time to time and through the current Sales Agents, shares of our common stock having an aggregate offering price of up to $100.0 million (the “ATM Program”).
The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three months ended March 31, 2021 (dollars in thousands, except per-share amounts):
Number of Shares SoldWeighted-average Offering Price Per ShareGross Proceeds
Net Proceeds(1)
1,312,932$17.17 $22,537 $22,312 
(1)Net of underwriting commissions and discounts.
See Note 11, “Subsequent Events—Equity Activity—Equity Issuances,” for sales of sales of common stock completed under the ATM Program subsequent to March 31, 2021.
Distributions
22
Table of Contents
The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three months ended March 31, 2021 and 2020 are reflected in the table below.
Three months ended March 31,
Issuance20212020
Series A Term Preferred Stock(1)(2)
$0.1815104 $0.3984375 
Series B Preferred Stock(3)
0.375 0.375 
Series C Preferred Stock(3)
0.375 0 
Series D Term Preferred Stock(1)(3)(4)
0.246528 0 
Common Stock(5)
0.13485 0.13395 
(1)Dividends are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)The Series A Term Preferred Stock was redeemed in full on February 12, 2021.
(3)Of the aggregate dividends declared on the Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock by our Board of Directors on January 12, 2021, approximately $1.2 million was paid (as scheduled) by us on April 5, 2021.
(4)The Series D Term Preferred Stock was issued on January 19, 2021.
(5)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 months ended March 31, 2021 and 2020 (dollars in thousands, except for footnotes):
Three months ended March 31,
20212020
Fixed lease payments(1)
$15,979 $12,262 
Variable lease payments(2)
55 3,018 
Lease revenues, net(3)
$16,034 $15,280 
(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 months ended March 31, 2021 and 2020, we recorded participation rents of approximately $26,000 and $30,000, respectively, and reimbursements of certain property operating expenses by tenants of approximately $29,000 and $178,000, respectively. In addition, during the three months ended March 31, 2020, we received a lease termination payment of approximately $3.0 million.
(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 earnings per common share for the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, computed using the weighted average number of shares outstanding during the respective periods. Earnings figures are presented net of non-controlling interests in the earnings per share calculations. The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted 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.or 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
 $0.04
 Three months ended March 31,
 20212020
(Dollars in thousands, except per-share amounts)
Net (loss) income attributable to common stockholders$(2,211)$934 
Weighted average shares of common stock outstanding – basic and diluted26,874,630 21,262,080 
(Loss) Income per common share – basic and diluted$(0.08)$0.04 
The weighted-average number of OP Units held by non-controlling limited partnersOP Unitholders was 1,444,43547,782 and 1,447,633288,303 for the three and nine months ended September 30, 2017, respectively,March 31, 2021 and 854,116 and 613,446 for the three and nine months ended September 30, 2016,2020, respectively.
NOTE 10.11. SUBSEQUENT EVENTS
Portfolio Activity
23
Table of Contents
Acquisition Activity
On October 2, 2017,Subsequent to March 31, 2021, we added onto one of our existing farms by acquiring an adjacent, 1,280-acreacquired 1 new farm, which is 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)
South Avenue CorningTehama, CA4/5/20212,2851Olives for Olive Oil14.7 years1 (5 years)$37,800 $83 $2,541 
2,2851$37,800 $83 $2,541 
(1)Acquisition 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.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
Financing Activity
On October 13, 2017,Borrowing Activity
Interest Rate Swap Agreements
Certain loans we secured during the three months ended March 31, 2021, were initially issued at variable rates. Subsequent to March 31, 2021, these loans were effectively fixed through our entry into interest rate swap agreements, as summarized in connection with the acquisitionfollowing table (dollars in thousands):
LenderEffective DateLoan
Amount		Original Variable Interest Rate TermsNew Fixed Interest Rate Terms
Rabo AgriFinance, LLC4/1/2021$3,780 1-month LIBOR + 2.00%3.265%; fixed throughout term
Rabo AgriFinance, LLC(1)
4/1/2021630 1-month LIBOR + 2.00%2.435%; fixed throughout term
Equity Activity
Equity Issuances
The following table provides information on equity sales that have occurred subsequent to March 31, 2021 (dollars in thousands, except per-share amounts):
Type of IssuanceNumber of
Shares Sold		Weighted Average Offering Price
Per Share		Gross Proceeds
Net Proceeds(1)
Series C Preferred Stock(2)
178,041$24.76 $4,408 $4,050 
Common Stock – ATM Program1,825,45220.28 37,020 36,650 
(1)Net of JJ Road, we closed on a term loan from Rabo AgriFinance, LLC, for $540,000. The loan is scheduledSeries C Selling Commissions and Series C Dealer-Manager Fees or underwriting commissions and discounts (in each case, as applicable).
(2)Excludes approximately 778 shares issued pursuant to mature on October 1, 2022, and will bear interest at a fixed rate of 4.59% per annum throughout its term.the DRIP.
Related-Party ActivityArticles Supplementary Reclassifying Remaining Series A Term Preferred Stock
On October 17, 2017, our TRS entered into an Assignment and Assumption of Agricultural LeaseMay 7, 2021, we filed Articles Supplementary (the "Assigned TRS Lease"“Reclassification Articles Supplementary”) with the previously-existing tenant on oneSDAT, pursuant to which our board of our farms located in Ventura County, California. The Assigned TRS Lease was then amendeddirectors reclassified and designated the remaining 850,000 shares of authorized but unissued Series A Term Preferred Stock as additional shares of common stock. After giving effect to shorten the lease term by two years (the new expiration date is July 31, 2018) and to remove any tenant renewal options. All other termsfiling of the lease remained unchanged, including the rental amounts. In addition, in connection with the initial operations on the farm, on October 17, 2017,Reclassification Articles Supplementary, 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 spreadauthorized capital stock consists 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.
Equity Activity
Redemption of OP Units
On October 6, 2017, 121,875 OP Units were tendered for redemption, and, on October 13, 2017, we issued 121,87563,944,073 shares of common stock, in exchange for 121,875 OP Units.
ATM Program
Subsequent to September 30, 2017, through the date of this filing, we sold 31,0386,456,065 shares of Series B Preferred Stock, 25,999,862 shares of Series C Preferred Stock, and 3,600,000 shares of Series D Term Preferred Stock. The Reclassification Articles Supplementary did not increase our common stock at an average sales priceauthorized shares of $13.39 per share under the ATM Program for gross proceeds of approximately $416,000 and net proceeds of approximately $409,000.capital stock.
Distributions
On October 10, 2017,April 13, 2021, 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:
24
Table of Contents
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 B Preferred Stock:April 23, 2021April 30, 2021$0.125 
May 19, 2021May 28, 20210.125 
June 18, 2021June 30, 20210.125 
Total Series B Preferred Stock Distributions:$0.375
Series C Preferred Stock:April 28, 2021May 5, 2021$0.125 
May 26, 2021June 4, 20210.125 
June 28, 2021July 6, 20210.125 
Total Series C Preferred Stock Distributions:$0.375
Series D Term Preferred Stock:April 23, 2021April 30, 2021$0.104167 
May 19, 2021May 28, 20210.104167 
June 18, 2021June 30, 20210.104167 
Total Series D Term Preferred Stock Distributions:$0.312501
Common Stock(1):
April 23, 2021April 30, 2021$0.045 
May 19, 2021May 28, 20210.045 
June 18, 2021June 30, 20210.045 
Total Common Stock Distributions:$0.135
(1)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.

25
Table of Contents
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, 20162020 (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 73141 farms comprised of 63,074103,597 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%99.3% 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.
Leases
General
Our farms are currently leased to 49 different, third-party tenants that are either independent or corporate farming operations,and, as of October 17, 2017, one farm is leased to our TRS.We primarily 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 insurance if we were to acquire properties that depend upon rainwater for irrigation), maintenance and other operating costs. Generally, our leases will have original terms ranging from 3 to 10 years for farms growing row crops and 5 to 15 years for farms growing permanent crops and will contain built-in rental rate increases. Currently, our 73 farms are leased under agricultural leases with original terms ranging from 1 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 on 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, 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 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 subject to regular corporate income taxes, which we will account for in accordance with the provisions of ASC 740, "Income Taxes." We are unable to estimate 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, 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.

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 73141 farms leased to 4979 different, unrelated third-party tenants (plus one related-party tenant).who grow over 55 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 ninethree months ended March 31, 2021 and 2020 (dollars in thousands):
26
Table of Contents
 As of and For the three months ended March 31, 2021As of and For the three months ended March 31, 2020
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(1)
5625,20224.9%$9,927 61.9%4214,83016.9%$6,816 44.6%
Florida2320,77020.5%3,358 20.9%2320,77023.6%3,335 21.8%
Colorado1232,77332.3%731 4.6%1232,77337.3%823 5.4%
Washington31,3841.4%594 3.7%17460.8%123 0.8%
Arizona66,2806.2%467 2.9%66,2807.1%3,331 21.8%
Nebraska97,7827.7%397 2.5%87,1048.1%385 2.5%
Oregon34180.4%133 0.8%34180.5%130 0.9%
Texas13,6673.6%112 0.7%13,6674.2%112 0.7%
Maryland69871.0%108 0.7%———%— —%
Michigan159620.9%93 0.6%159621.1%170 1.1%
South Carolina35970.6%61 0.4%———%— —%
North Carolina23100.3%33 0.2%23100.4%55 0.4%
Delaware11800.2%20 0.1%———%— —%
TOTALS140101,312100.0%$16,034 100.0%11387,860100.0%$15,280 100.0%
(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 six of these growing regions.
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 provided for within the lease. Currently, 103 of our farms are leased on a pure, triple-net basis, 35 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), and 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs). Additionally, 40 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms.
Lease Expirations
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 March 31, 2021 (dollars in thousands):
Year
Number of
Expiring
Leases(1)
 Expiring
Leased
Acreage		% of Total
Acreage		Lease Revenues for the
Three Months Ended
March 31, 2021		% of Total
Lease
Revenues
2021711,23811.1%$1,358 8.5%
2022824,89724.6%839 5.2%
2023126,4426.3%1,434 8.9%
20245  6,2436.2%554 3.5%
202510  14,55214.4%1,751 10.9%
Thereafter43  37,94037.4%10,071 62.8%
Other(2)
4——%27 0.2%
Totals89  101,312100.0%$16,034 100.0%
(1)Certain lease agreements encompass multiple farms.
(2)Consists of ancillary leases (e.g., oil, gas, and mineral leases, telecommunications leases, etc.) with varying expirations on certain of our farms.
27
Table of Contents
We currently have two agricultural leases scheduled to expire within the next six months (one in California and one in Michigan). We are currently in negotiations with the existing tenants on each of these farms, as well as other potential tenants, and we anticipate being able to renew each of the leases at their respective current market rental rates without incurring any downtime on any of the farms. Overall, we currently anticipate the lease renewals on these farms to be at rental rates that are equal to or slightly higher than those of the current 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 January 1, 2021, through the date of this filing, we have acquired four 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) / Use		Lease
Term		Renewal
Options		Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
Palmer Mill RoadDorchester, MD3/3/20212282Sod10.0 years2 (5 years)$1,600 $48 $89 
Eight Mile Road - Port FacilitySan Joaquin, CA3/11/202151Cooling Facility & Storage9.8 years3 (5 years)3,977 30 189 
South Avenue CorningTehama, CA4/5/20212,2851Olives for Olive Oil14.7 years1 (5 years)37,800 83 2,541 
2,5184$43,377 $161 $2,819 
(1)Includes approximately $10,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
Existing Properties
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2021, through the date of this filing (dollars in thousands, except for footnotes):
PRIOR LEASES(1)
NEW LEASES
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)
CA, CO, FL, & MI57,217$2,314 —3 / 2 / 0$2,259 2.3—3 / 2 / 0
(1)Prior Leases includes a lease that was terminated early in April 2021. No lease revenue was recorded related to this lease during the three months ended March 31, 2021. In addition, in connection with this early termination, during the three months ended March 31, 2021, we wrote off aggregate deferred rent and rent receivable balances of approximately $65,000 against lease revenue, and approximately $87,000 of unamortized lease intangible assets related to the terminated lease was written off and charged to amortization expense. Upon termination of this lease, we entered into a new lease with a new tenant effective immediately, which new lease is included in the above table.
(2)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.
(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, in each case, as described above under “Leases—General.”
Financing Activity
Debt Activity
Since January 1, 2021, 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,”
28
Table of Contents
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 West, FLCA(2)
1/28/2021$2,073 11/1/204524.8 years3.23%2.20%Fixed through December 31, 2027 (variable thereafter)
Federal Agricultural Mortgage Corporation (“Farmer Mac”)(3)
2/4/20212,460 10/31/202825.0 years3.13%3.13%Fixed throughout term
Mid Atlantic Farm Credit, ACA3/3/2021960 6/1/204524.4 years3.80%3.31%Fixed through 1/31/2031 (variable thereafter)
Rabo AgriFinance, LLC(4)
3/11/20213,780 12/1/203025.0 years3.27%3.27%Fixed throughout term
Rabo AgriFinance, LLC(4)
3/11/2021630 12/1/2022None
(interest only)		2.44%2.44%Fixed throughout term
Total / Weighted-averages$9,903 3.23%2.96%
(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—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements for additional information on interest patronage.
(2)Loan proceeds used to repay a previously-issued loan with a balance of approximately $1.4 million and a stated interest rate of 4.99%.
(3)Bond issued under our facility with Farmer Mac.
(4)Loans were issued as variable-rate loans but were fixed subsequent to their issuance through our entry into interest rate swap agreements with the lender (as counterparty). See Note 11, “Subsequent Events—Financing Activity—Borrowing Activity—Interest Rate Swap Agreements,” in the accompanying notes to our consolidated financial statements for further discussion on these agreements.

Proceeds from these financings were used to fund new acquisitions, repay existing indebtedness, and for general corporate purposes. Gladstone Securities, an affiliate of ours, earned total financing fees of approximately $17,000 in connection with securing these financings.
Farm Credit Notes Payable—Interest Patronage
From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 12 different Farm Credit associations (collectively, “Farm Credit”). During the three months ended March 31, 2021, we recorded interest patronage of approximately $2.2 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2020. In addition, during the three months ended September 30, 20172020, we recorded approximately $306,000 of 2020 interest patronage, as certain Farm Credit associations prepaid a portion of the 2020 interest patronage (which related to interest accrued during 2020 but is typically received in 2021). In total, we recorded approximately $2.5 million of 2020 interest patronage related to our Farm Credit Notes Payable, which resulted in a 28.7% reduction (about 135 basis points) to the interest rates on such borrowings. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.
Series D Term Preferred Stock
In January 2021, we completed a public offering of 5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share (the “Series D Term Preferred Stock”), at a public offering price of $25.00 per share. As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $60.4 million and 2016net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $58.3 million. The Series D Term Preferred Stock is traded under the ticker symbol “LANDM” on Nasdaq.
The shares of the Series D Term Preferred Stock have a mandatory redemption date of January 31, 2026, and are not convertible into our common stock or any other securities. Generally, we are not permitted to redeem shares of the Series D Term Preferred Stock prior to January 31, 2023, except in limited circumstances to preserve our qualification as a REIT. On or after January 31, 2023, we may redeem the shares at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption.
Redemption of Series A Term Preferred Stock
29
Table of Contents
On February 12, 2021, we redeemed all of our outstanding shares of Series A Term Preferred Stock at a cash redemption price of $25.00 per share plus all accrued and unpaid dividends up to, but excluding, the redemption date. In total, we paid approximately $28.8 million for the redemption of the Series A Term Preferred Stock using proceeds from the offering of our Series D Term Preferred Stock. Our Series A Term Preferred Stock was delisted from Nasdaq on the date we redeemed all outstanding shares. In connection with this early redemption, during the three months ended March 31, 2021, we wrote off approximately $127,000 of unamortized issuance costs related to the issuance of the Series A Term Preferred Stock.
Equity Activity
Series C Preferred Stock
On April 3, 2020, we filed a prospectus supplement (which superseded and replaced a previously-filed prospectus supplement) with the SEC for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of our newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). Under the Series C Offering, we may sell up to 20,000,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Primary Series C Offering”) and up to 6,000,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) to those holders of the Series C Preferred Stock who do not elect to opt-out of such plan.
See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” 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.
The following table summarizes the sales of our Series C Preferred Stock that occurred since January 1, 2021, 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)
713,012$24.86 $17,723 $16,221 
(1)Excludes share redemptions and shares issued pursuant to the DRIP. From January 1, 2021, through the date of this filing, we issued approximately 1,486 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 $1.5 million (of which approximately $1.4 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 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 “ATM Program”). The following table summarizes the activity under the ATM Program from January 1, 2021, through the date of this filing (dollars in thousands):
Number of
Shares Sold		Weighted-average
Offering Price per Share		Gross Proceeds
Net Proceeds(1)
3,138,384$18.98 $59,557 $58,961 
(1)Net of underwriter commissions and discounts.
COVID-19
The extent to which the novel coronavirus (“COVID-19”) pandemic may impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects will depend on numerous evolving factors that we are not able to predict at this time, including the duration and long-term scope of the pandemic; the adequate production, efficacy, and dissemination of vaccinations; governmental, business, and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact on economic activity from the pandemic and actions taken in response; the effect on our tenants and their farming operations; the ability of our tenants to make their rental payments; any closures of our tenants’ operations; and our ability to secure debt financing, service future debt obligations, or pay distributions to our stockholders.
30
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)
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
California(2)
 7,921 12.8% $8,749
 47.8% 6,516 19.3% $6,986
 56.4% $12,356
 45.6%
Florida 11,225 18.2% 4,839
 26.5% 5,567 16.5% 2,408
 19.4% 7,000
 25.8%
Colorado 30,170 48.8% 2,018
 11.0% 13,575 40.1% 951
 7.7% 2,691
 9.9%
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%
Michigan 270 0.4% 187
 1.0% 270 0.8% 187
 1.5% 250
 0.9%
North Carolina 310 0.5% 42
 0.2% — —% —
 —% 127
 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%
Any of these events could materially adversely impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects.
(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.

During 2020, we granted short-term rent extensions to two tenants who owed semi-annual rental payments totaling approximately $340,000. Additional time was granted to these tenants due to delays in payments owed to them from their respective processors, which were primarily caused by the government-mandated lockdowns in the State of Michigan in response to the COVID-19 pandemic. These rental payments were collected in full during the year ended December 31, 2020, and we have not received any further requests from tenants seeking relief as a result of the COVID-19 pandemic; however, no assurances can be made that we will not receive additional rent deferral or modification requests in the future.
LIBOR Transition
The majority of our debt is at fixed rates, and we currently have very limited exposure to variable-rate debt based upon the London Interbank Offered Rate (“LIBOR”), which is currently anticipated to be partially phased out by the end of 2021 and completely phased out by June 2023. 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. Our lines of credit with Metropolitan Life Insurance Company (“MetLife”) and five term loans with Rabo AgriFinance, LLC, (which are effectively fixed through our entry into interest swap agreements) are currently based upon one-month LIBOR. As such, we expect we will need to renegotiate these agreements in the future. Assuming that SOFR replaces LIBOR and is appropriately adjusted, we currently expect the transition to result in a minimal impact to our overall operations.
Our Adviser and Administrator
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 beginning withwas amended and restated on each of July 9, 2019, and January 14, 2020 (as amended, the three months ended June 30, 2017. Our entrance into“Advisory Agreement”). The Administration Agreement and each of the Amended Advisory Agreement wasAgreements were approved unanimously by our board of directors, including specifically, our independent directors.
A summary of each ofcertain compensation terms within the Advisory Agreement and a summary of the Administration Agreement is providedbelow.
Advisory Agreement
Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement,” within the accompanying notes to our condensed consolidated financial statements in our 2016 Form 10-K. A summary of the compensation terms for the Amended Advisory Agreement is below.statements.
Amended Advisory AgreementBase Management Fee
Pursuant to the Amended Advisory Agreement, effective beginning with the three months ended June 30, 2017, our Adviser is compensated as follows:
Aa base management fee is paid quarterly and will beis calculated as 2.0% per annum (0.50%at an annual rate of 0.50% (0.125% per quarter) of the prior calendar quarter's total adjusted equity, which isquarter’s “Gross Tangible Real Estate,” defined as total equity plus total mezzanine equity, ifthe gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any eachaccumulated depreciation, and as reportedshown on our balance sheet adjustedor the notes thereto for the applicable quarter.
Incentive Fee
Pursuant to exclude unrealized gains and losses and certain other one-time events and non-cash items ("Total Adjusted Equity").
Anthe Advisory Agreement, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO (as defined below) for a particular quarter exceedsexceeded a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter'squarter’s Total Adjusted Common Equity.
For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Amended Advisory Agreement as FFO (as(also as defined in the Amended Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paiddeclared on preferred stock securities that arewere not treated as a liability for GAAP purposes. In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling
31
Table of Contents
common interests in our 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.
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 atAdministration Agreement
Pursuant to the end of each fiscal year (or upon terminationAdministration Agreement, we pay for our allocable portion of the Amended Advisory Agreement). The capital gains fee shall equal (i) 15%Administrator’s expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs. Our allocable portion of the cumulative aggregate realized capital gains minusAdministrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paidapproximate percentage of time the Administrator’s employees perform services for us in prior periods. For purposesrelation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.
Smaller Reporting Company Status
As of this calculation, realized capital gainsDecember 31, 2018, and losses will be calculatedthrough March 31, 2021, we qualified as (x) the sales pricea “smaller reporting company” under Rule 12b-2 of the property minus (y) any costs to sell the property and the then-current gross valueExchange Act because we had annual revenues 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)less than $100 million 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 interestsyear 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 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)periodic reports 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.

proxy statements.
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 ninethree months ended September 30, 2017.March 31, 2021.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses:
Withexpenses with regard to the comparison between the three months ended September 30, 2017March 31, 2021 versus 2016:2020:
◦Same-property basis represents properties that were owned as of June 30, 2016,
◦Same-property basis represents farms owned as of December 31, 2019, and were not vacant at any point during either period presented; and
◦Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2019. From January 1, 2020, through March 31, 2021, we acquired 29 new farms and did not have any farm dispositions.
We did not have any vacant or self-operated farms 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).
With regard to the comparison between the nine months ended September 30, 2017 versus 2016:
◦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).

March 31, 2021 or 2020.
A comparison of results of components comprising our operating resultsincome for the three and nine months ended September 30, 2017March 31, 2021 and 20162020 is below (dollars in thousands):

32
Table of Contents
  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)%
NM = Not Meaningful

  For the Nine Months Ended September 30,    
  2017 2016 $ Change % Change
Operating revenues:        
Rental revenues $18,302
 $12,388
 $5,914
 47.7%
Tenant recovery revenue 8
 8
 —
 —%
Total operating revenues 18,310
 12,396
 5,914
 47.7%
Operating expenses:        
Depreciation and amortization 5,123
 3,744
 1,379
 36.8%
Property operating expenses 747
 545
 202
 37.1%
Acquisition-related expenses 68
 243
 (175) (72.0)%
Management and incentive fees, net of fee credits 2,080
 1,339
 741
 55.3%
Administration fee 656
 575
 81
 14.1%
General and administrative 1,208
 1,150
 58
 5.0%
Total operating expenses 9,882
 7,596
 2,286
 30.1%
Operating income 8,428
 4,800
 3,628
 75.6%
Other income (expense)        
Other income 190
 106
 84
 79.2%
Interest expense (6,984) (4,297) (2,687) 62.5%
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%
Net income 181
 390
 (209) (53.6)%
Less net income attributable to non-controlling interests (23) (16) (7) 43.8%
Net income attributable to the Company $158
 $374
 $(216) (57.8)%
 For the Three Months Ended March 31,  
 20212020$ Change% Change
Operating revenues:
Lease revenues:
Fixed lease payments$15,979 $12,262 $3,717 30.3%
Variable lease payments – participation rents26 30 (4)(13.3)%
Variable lease payments – tenant reimbursements29 178 (149)(83.7)%
Lease termination income, net— 2,810 (2,810)NM
Total lease revenues16,034 15,280 754 4.9%
Other operating revenues— — — NM
Total operating revenues16,034 15,280 754 4.9%
Operating expenses:
Depreciation and amortization6,051 4,257 1,794 42.1%
Property operating expenses429 521 (92)(17.7)%
Base management and incentive fees2,531 2,368 163 6.9%
Administration fee357 384 (27)(7.0)%
General and administrative expenses539 553 (14)(2.5)%
Other operating expenses— — — NM
Total operating expenses9,907 8,083 1,824 22.6%
Operating income$6,127 $7,197 $(1,070)(14.9)%
NM = Not Meaningful
Operating Revenues
Same-property Analysis (dollars in thousands)Lease Revenues
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
 $5,914
 47.7%
RentalThe following table provides a summary of our lease revenues on a same-property basis increased for both the three and nine months ended September 30, 2017, as compared to the respective prior-year periods, by 1.4% and 3.2%, respectively. These increases were primarily due to our general ability to renew existing leases at higher rates and earn additional revenue on capital improvements constructed on certain properties; however, these increases were partially offset (particularly induring the three months ended September 30, 2017)March 31, 2021 and 2020 (dollars in thousands):
For the Three Months Ended March 31,
20212020$ Change% Change
Same-property basis:
Fixed lease payments$12,183 $12,174 $9 0.1%
Participation rents26 30 (4)(13.3)%
Lease termination income, net— 2,810 (2,810)(100.0)%
Total – Same-property basis12,209 15,014 (2,805)(18.7)%
Properties acquired or disposed of3,796 88 3,708 4,213.6%
Tenant reimbursements(1)
29 178 (149)(83.7)%
Total Lease revenues$16,034 $15,280 $754 4.9%
(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 – 2021 compared to 2020
Lease revenues from fixed lease payments remained relatively flat for the three months ended March 31, 2021, as recent lease renewals and amendments executed at higher rental rates and additional rents earned on capital improvements completed on certain of our farms were largely offset by the recent renewals of twocertain other leases, on two of our California farms that resultedin which we decreased the fixed base rent component in exchange for adding in a 12.5% decreaseparticipation rent component to the aggregate rental rate onlease structure. Participation rents related to these leases, if any, are expected to be recorded during the two farms. Rentalsecond half of the year ending December 31, 2021.
Lease revenues from acquired properties increasedparticipation rents remained relatively flat for both the three and nine months ended September 30, 2017,March 31, 2021.
During the three months ended March 31, 2020, we received an early lease termination payment from an outgoing tenant on a property of approximately $3.0 million, which we recognized as additional lease revenue upon receipt, less a net balance of approximately $165,000 of aggregate prepaid rent and deferred rent assets balances that were written off against this amount.
33
Table of Contents
Other – 2021 compared to the respective prior-year periods, due to the additional revenues recorded2020
Lease revenue from owning the 9 and 13 farms weproperties acquired during the three and nine months ended September 30, 2016, respectively, 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 portionor disposed of the three and nine months ended September 30, 2016. Rental revenues from this farm increased for the three months ended September 30, 2017, andMarch 31, 2021, primarily due to additional revenues earned on new farms acquired subsequent to December 31, 2019.
Tenant reimbursements decreased 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 decrease for the nine months ended September 30, 2017. However, we were able to renew the lease at an increased rental rate in August 2017, which led to an increase for the three months ended September 30, 2017.March 31, 2021, primarily due to additional payments made during the prior-year period by certain tenants on our behalf (pursuant to the lease agreements) to an unconsolidated entity of ours that conveys water to the respective properties.
Other Operating RevenuesExpenses
Tenant recovery revenue representsDepreciation and Amortization
The following table provides a summary of the depreciation and amortization expense recorded during the three months ended March 31, 2021 and 2020 (dollars in thousands):
For the Three Months Ended March 31,
20212020$ Change% Change
Same-property basis$3,867 $4,243 $(376)(8.9)%
Properties acquired or disposed of2,184 14 2,170 15,500.0%
Total depreciation and amortization$6,051 $4,257 $1,794 42.1%
Depreciation and amortization expense on a same-property basis decreased for the three months ended March 31, 2021, as compared to the prior-year period, primarily due to the expiration of certain lease intangible amortization periods subsequent to December 31, 2019. Depreciation and amortization expense on properties acquired or disposed of increased for the three months ended March 31, 2021, as compared to the prior-year period, primarily due to the additional depreciation and amortization expense incurred on the new farms acquired subsequent to December 31, 2019.
Property-operating Expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid onfor certain of our propertiesproperties. The following table provides a summary of the property-operating expenses recorded during the three months ended March 31, 2021 and 2020 (dollars in thousands):
For the Three Months Ended March 31,
20212020$ Change% Change
Same-property basis$374 $338 $36 10.7%
Properties acquired or disposed of27 5 22 440.0%
Tenant-reimbursed property operating expenses(1)
28 178 (150)(84.3)%
Total Property operating expenses$429 $521 $(92)(17.7)%
(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)
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 increased for both the three and nine months ended September 30, 2017, asBasis – 2021 compared to the respective prior-year periods, primarily as a result of additional depreciation on site improvements completed on certain properties subsequent to September 30, 2016, partially offset by the expiration of certain lease intangible amortization periods subsequent to September 30, 2016. Depreciation and amortization expense on 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 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, for the full three- and nine-month periods ended September 30, 2017, coupled with the additional depreciation and amortization expense incurred on the 16 new farms we acquired subsequent to September 30, 2016. For our one property with vacancy, the decrease in depreciation and amortization for the three and nine months ended September 30, 2017, as compared to the respective prior-year periods, was due to an early lease termination, which resulted in the recognition 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%
2020
Property operating expenses consistincreased for the three months ended March 31, 2021, primarily ofdue to an increase in real estate taxes, insurance expense, and other overhead expenses paid fortax obligations on certain of our properties.
Other – 2021 compared to 2020
Property operating expenses on a same-property basisproperties acquired or disposed of 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 DecemberMarch 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, as compared to the respective prior-year periods,2021, primarily due to additional property taxes and other operatingmiscellaneous property-operating expenses owedincurred on certain of the new farms we acquired subsequent to December 31, 2019.
Tenant reimbursement expense decreased for the three months ended March 31, 2021, primarily due to a decrease in miscellaneous operating costs incurred by us in connection with our ownership interest in an unconsolidated entity. Our tenants are contractually obligated to reimburse us for these costs under the terms of the respective leases.
Related-Party Fees
The following table provides the calculations of the base management and incentive fees due to our Adviser pursuant to the Advisory Agreement for the three months ended March 31, 2021 and 2020 (dollars in thousands; for further discussion on
34
Table of Contents
certain defined terms used below, refer to Note 6, “Related-Party Transactions,” within the accompanying notes to our condensed consolidated financial statements):
For the Three Months Ended March 31,
20212020
InputsCalculationsInputsCalculations
Calculation of Base Management Fee:
Gross Tangible Real Estate(1)(2)
$1,095,439 $827,255 
Quarterly rate0.125 %0.125 %
Base management fee(3)
$1,369 $1,034 
Calculation of Incentive Fee:
Total Adjusted Common Equity(1)(2)
$228,161 $173,358 
First hurdle quarterly rate1.750 %1.750 %
First hurdle threshold$3,993 $3,034 
Second hurdle quarterly rate2.1875 %2.1875 %
Second hurdle threshold$4,991 $3,792 
Pre-Incentive Fee FFO(1)
$5,810 $6,670 
100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold$998 $758 
20% of Pre-Incentive Fee FFO in excess of second hurdle threshold164 576 
Total Incentive fee(3)
$1,162 $1,334 
Total fees due to Adviser$2,531 $2,368 
(1)As defined in the Advisory Agreement.
(2)As of the end of the respective prior quarters (as of December 31, 2020, and December 31, 2019, respectively).
(3)Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
The base management fee increased during the three and nine months ended September 30, 2016, and subsequent to September 30, 2016. On our overall portfolio, for the three and nine months ended September 30, 2017, we accrued approximately $177,000 and $501,000,

respectively, of aggregate real estate taxes related to certain of our farms, as compared to approximately $111,000 and $355,000 for the respective prior-year periods.
Other Operating Expenses
Acquisition-related expenses generally consist 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,March 31, 2021, as compared to the respective prior-year periods, primarily due to the differences in accounting treatment of such expenses incurred in connection with the properties acquired 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). With 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 part of the fair value allocation of the purchase price. As of September 30, 2017, we have capitalized approximately $21,000 of acquisition-related costs (which costs were incurred during the nine months ended September 30, 2017) related to farms we expect to acquire 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.
The aggregate net fees to our Adviser, including both the management and incentive fees and any credits to those fees, 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, as compared to the respective prior-year periods,period, primarily due to additional common equity raisedassets acquired 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 andDecember 31, 2019. In addition, 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,three months ended March 31, 2021 and 2020 due to our pre-incentive fee funds from operationsPre-Incentive Fee FFO (as defined in the Advisory Agreement) exceeding the required hurdle rate of the applicable 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.base.
The administration fee paid to our Administrator increaseddecreased for both the three and nine months ended September 30, 2017,March 31, 2021, as compared to the respective prior-year periods,period, primarily due to higher overall costs incurred by our Administrator and us using a higherlower overall share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator during each of the three and nine months ended September 30, 2017.Administrator.
Other Operating Expenses
General and administrative expenses increasedconsist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for each of the threeinvestments no longer being pursued, and nine months ended September 30, 2017, as compared to the respective prior-year periods. These increases were primarily driven by increased accounting fees (due to additionalother miscellaneous expenses. General and administrative 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, duringdecreased for the three months ended March 31, 2017, we wrote off approximately $46,0002021, as compared to the prior-year period, primarily due to lower advertising and marketing costs incurred during the current-year period.
A comparison of unallocated costs associated withresults of components comprising other income (expense) for the initial filingthree months ended March 31, 2021 and 2020 is below (dollars in thousands):
35
Table 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.Contents

 For the Three Months Ended March 31,  
 20212020$ Change% Change
Operating income$6,127 $7,197 $(1,070)(14.9)%
Other income (expense):
Other income2,235 1,324 911 68.8%
Interest expense(6,193)(4,963)(1,230)24.8%
Aggregate dividends declared on Series A and Series D Term Preferred Stock(804)(458)(346)75.5%
Loss on dispositions of real estate assets, net(798)(99)(699)706.1%
Property and casualty recovery, net— 66 (66)(100.0)%
(Loss) income from investments in unconsolidated entities(13)34 (47)NM
Total other expense, net(5,573)(4,096)(1,477)36.1%
Net income554 3,101 (2,547)(82.1)%
Net income attributable to non-controlling interests(1)(42)41 (97.6)%
Net income attributable to the Company553 3,059 (2,506)(81.9)%
Aggregate dividends declared on Series B and Series C Preferred Stock(2,764)(2,125)(639)30.1%
Net (loss) income attributable to common stockholders$(2,211)$934 $(3,145)(336.7)%
NM = Not Meaningful
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,March 31, 2021, as compared to the respective prior-year periods. The increase in other income during the nine months ended September 30, 2017, wasperiod, primarily due todriven by additional interest patronage received from Farm Credit. Credit (partially due to increased borrowings from Farm Credit).
During the three months ended March 31, 2017,2021, we recorded approximately $183,000$2.2 million of interest patronage from Farm Credit related to interest accrued during 2016,2020, compared to $94,000approximately $1.3 million of interest patronage receivedrecorded during the prior-year period. The receiptCoupled with approximately $306,000 of this2020 interest patronage that was received during the three months ended September 30, 2020, we recorded a total of approximately $2.5 million of 2020 interest patronage from Farm Credit, which resulted in a 17.2% decrease28.7% reduction (approximately 61135 basis points) in our effectiveto the interest raterates on our aggregate borrowings from Farm Credit during the year ended December 31, 2016.such borrowings.
Interest expense increased for both the three and nine months ended September 30, 2017,March 31, 2021, as compared to the respective prior-year periods,period, 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 "Termand Series D Term Preferred Stock"))Stock) outstanding for the three and nine months ended September 30, 2017,March 31, 2021, was approximately $291.3$628.0 million, and $265.2 million, respectively, as compared to $181.1approximately $481.3 million and $169.5 million, respectively, for the respective prior-year periods. Includingperiod. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the overall effective interest rate charged on our aggregate borrowings (excluding the impact of deferred financing costs) was 3.44%3.70% and 3.24%3.98% for the three and nine months ended September 30, 2017, respectively, as compared to 3.29%March 31, 2021 and 3.20%, respectively, for the respective prior-year periods.2020, respectively.
During the three and nine months ended September 30, 2017,March 31, 2021, we paid aggregate distributions on our Series A Term Preferred Stock (which distributions are treated similar to interest expense)and Series D Term Preferred Stock of approximately $209,000 and $595,000, respectively. The Series D Term Preferred Stock was issued in January 2021, and the Series A Term Preferred Stock was redeemed in February 2021. During the three months ended March 31, 2020, we paid approximately $458,000 and $1.4 million, respectively, as compared to approximately $219,000 forof distributions on our Series A Term Preferred Stock.
During each of the three and nine months ended September 30, 2016. The offeringMarch 31, 2021 and 2020, 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 providing the capital to fund, among other improvements, irrigation upgrades and the planting of new blueberry bushes, certain blueberry bushes owned by us were removedpartially offset during the three months ended September 30, 2017, to allow forMarch 31, 2020, by net gains recognized on the plantingsale of new varietiesirrigation pivots on two of blueberry bushes. The bushesour farms that were removed (andreplaced.
The net property and casualty recovery recorded during the three months ended March 31, 2020, related to insurance recoveries received for certain irrigation improvements that were owned by us) haddamaged due to natural disasters.
During the three months ended March 31, 2021, we recognized a net cost basisloss in an unconsolidated entity 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$13,000, as compared to income of approximately $78,000 related to$34,000 in the removal of these bushes, which is recorded as Loss on disposal of real estate assetprior-year period.
During the three months ended March 31, 2021, the aggregate dividends paid on our Condensed Consolidated StatementSeries B Preferred Stock and Series C Preferred Stock increased over that of Operations for the threeprior-year period due to additional shares issued and nine months ended September 30, 2017.outstanding during the current-year period.
36
Table of Contents
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 MetLife Facility and the Farmer Mac Facility)our facility with MetLife), and issuances of additional equity securities. Our current available liquidity is approximately $15.0$102.2 million, consisting of $3.1approximately $78.0 million in cash on hand and, based on the current level of collateral pledged, $11.9approximately $24.2 million of availability under theour facility with MetLife Facility, subject(subject to compliance with covenants.
As of September 30, 2017, our total-debt-to-total-capitalization ratio (including our Term Preferred Stockcovenants). In addition, we currently have two farms appraised at approximately $39.5 million that are unencumbered and eligible to be pledged 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).collateral.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making distributions to stockholders (including to non-controlling OP Unitholders) to maintain our qualification as a REIT, funding our general operating costs, making principal and interest payments on outstanding borrowings, making dividend payments on our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and, as capital is available, funding new farmland and farm-related acquisitions consistent with our investment strategy.
WeNotwithstanding the ongoing 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 B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and fund our current operating costs in the near term. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including, but not limited to, shares of common stock through our ATM Program, OP Units through our Operating Partnership as consideration for future

acquisitions, and shares of 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 borrowings, and we believe we currently have adequate liquidity to cover all near-term debt obligations and operating expenses.
We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related 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 ongoing 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 ninethree months ended September 30, 2017March 31, 2021 and 20162020 (dollars in thousands):
For the Nine Months Ended September 30,     For the Three Months Ended March 31,  
2017 2016 $ Change % Change 20212020$ Change% Change
Net change in cash from:      Net change in cash from:
Operating activities$7,671
 $7,912
 $(241) (3.0)%Operating activities$6,656 $3,496 $3,160 90.4%
Investing activities(125,288) (79,761) (45,527) 57.1%Investing activities(5,406)(10,168)4,762 (46.8)%
Financing activities118,937
 71,713
 47,224
 65.9%Financing activities62,426 23,216 39,210 168.9%
Net change in Cash and cash equivalents$1,320
 $(136) $1,456
 (1,070.6)%Net change in Cash and cash equivalents$63,676 $16,544 $47,132 284.9%
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. Cash provided by operating activities increased for the three months ended March 31, 2021, as compared to the prior-year period, primarily due to additional rental payments received from recent acquisitions and interest patronage received from Farm Credit, partially offset by increases in the amount of interest payments made.
37
Table of Contents
Investing Activities
The decrease in cash provided by operatingused in investing activities during the ninethree months ended September 30, 2017,March 31, 2021, as compared to the prior-year period, was primarily due to the receipta decrease in aggregate cash paid for acquisitions of two years of prepaid rent upon the closing of the threenew farms we acquiredand capital improvements on existing farms during the three months ended March 31, 2016, largely offset by additional rental payments received from farms we have acquired since September 30, 2016.
Investing Activities
The increase in cash used in investing activities during the nine months ended September 30, 2017, as compared to the prior-year period,2021, which was primarily due to an increase in cash paid for acquisitions of new farms during the nine months ended September 30, 2017, which exceeded that of the prior-year period by approximately $51.8 million. This increase was partially offset by a decrease of approximately $6.7$5.5 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 increase in cash provided by financing activities during the ninethree months ended September 30, 2017,March 31, 2021, as compared to the prior-year period, was primarily due to increased net borrowings, as our net borrowings for the nine months ended September 30, 2017, were approximately $39.7 million more than 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 Series D Term Preferred Stock during the prior-year period.

(which, after redeeming our Series A Term Preferred Stock, resulted in net cash proceeds of approximately $31.6 million) and an increase in net borrowings of approximately $9.3 million.
Debt Capital
MetLife Facility
As amended, on October 5, 2016, in aggregate, our facility with Metropolitan Life Insurance Company ("MetLife")MetLife currently consists of $150.0a $75.0 million of term noteslong-term note payable (the “MetLife Term Note”) and $50.0$75.0 million of revolving equity lines of credit (the "MetLife Facility"“MetLife Lines of Credit,” and together with the MetLife Term Note, the “MetLife Facility”). In aggregate, weWe currently have approximately $131.2$36.9 million outstanding on the 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$113.0 million of the full commitment amount under the 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.MetLife Facility. The draw period for the 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 MetLife Term Note.
Farmer Mac Facility
As amended on June 16, 2016,December 10, 2020, our agreement with Federal Agricultural Mortgage Corporation ("Farmer Mac")Mac provides for bond issuances up to an aggregate amount of $125.0$225.0 million (the "Farmer“Farmer Mac Facility"Facility”). To date, we have issued aggregate bonds of approximately $85.9 million under the by May 31, 2023, after which 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, Farmer Mac hashad the option to be relieved of its obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $95.2 million under the Farmer Mac Facility.
Farm Credit and Other Lenders
Since September 19, 2014, we have closed on 15 separatemultiple loans with fivevarious 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.
Equity Capital
During 2017, through the dateThe following table provides information on equity sales that have occurred since January 1, 2021 (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 Stock(2)(3)
713,012$24.86 $17,723 $16,221 
Series D Term Preferred Stock(4)
2,415,00025.00 60,375 58,488 
Common Stock – ATM Program(5)
3,138,38418.98 59,557 58,961 
(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).
(2)Excludes share redemptions during the applicable time period.
(3)Excludes approximately 1,486 shares issued pursuant to the DRIP.
(4)Includes the underwriters’ exercise of approximately $38.8 million. the full over-allotment option in connection with the offering.
(5)We usedcurrently have $0 remaining under the proceeds received from these offerings to fund new acquisitions, repay existing indebtedness (which, in turn, was used to fund future farmland acquisitions), and for other general corporate purposes.ATM Program.
The 2017Our Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to our condensed consolidated financial statements) permits us to issue up to an aggregate of $300.0 million$1.0 billion in securities (including approximately $29.3up to
38
Table of Contents
$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$44.7 million of Series C Preferred Stock, approximately $60.4 million of Series D Term Preferred Stock, and approximately $127.3 million of common stock (excluding common stock issued to redeem OP Units) under the 2017 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,March 31, 2021, 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 measure, 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 these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
 
39
Table of Contents
•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, 2017March 31, 2021 and 20162020 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)non-
40
Table of Contents
controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
 For the Three Months Ended March 31,
 20212020
Net income$554 $3,101 
Less: Aggregate dividends declared on Series B Preferred Stock and Series C Preferred Stock(1)
(2,764)(2,125)
Net (loss) income available to common stockholders and non-controlling OP Unitholders(2,210)976 
Plus: Real estate and intangible depreciation and amortization6,051 4,257 
Plus: Losses on dispositions of real estate assets, net798 99 
Adjustments for unconsolidated entities(2)
9 4 
FFO available to common stockholders and non-controlling OP Unitholders4,648 5,336 
Plus: Acquisition- and disposition-related expenses70 10 
Plus (less): Other nonrecurring charges (receipts), net(3)
43 (45)
CFFO available to common stockholders and non-controlling OP Unitholders4,761 5,301 
Net rent adjustment(491)(4)
Plus: Amortization of debt issuance costs388 179 
Less: Other non-cash receipts(4)
25 (34)
AFFO available to common stockholders and non-controlling OP Unitholders4,683 5,442 
Weighted-average common stock outstanding—basic and diluted26,874,63021,262,080
Weighted-average common non-controlling OP Units outstanding47,782288,303
Weighted-average total common shares outstanding26,922,41221,550,383
Diluted FFO per weighted-average total common share$0.17 $0.25 
Diluted CFFO per weighted-average total common share$0.18 $0.25 
Diluted AFFO per weighted-average total common share$0.17 $0.25 
(1)Includes (i) cash dividends paid on our Series B Preferred Stock and Series C Preferred Stock and (ii) the value of additional shares of Series C Preferred Stock issued pursuant to the DRIP.
  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
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the period.
(1)
(3)Consists primarily of (i) net property and casualty recoveries recorded, net of the cost of related repairs expensed, as a result of the damage caused to certain irrigation improvements by natural disasters on certain of our properties, (ii) one-time listing fees related to our Series D Term Preferred Stock, (iii) the write-off of certain unallocated costs related to a prior universal registration statement, and (iv) certain one-time costs related to the early redemption of our Series A Term Preferred Stock.
(4)Consists of (i) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP) and (ii) our remaining 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.
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
41
Table of Contents
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,March 31, 2021, 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 Price2713,45212,564$252,148 $254,067 21.7%
Third-party Appraisal(2)
11387,86071,088796,017 916,225 78.3%
Total140101,31283,652$1,048,165 $1,170,292 100.0%
(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.
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%
(2)Appraisals performed between June 2020 and April 2021.
(1)
Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization.
(2)
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,March 31, 2021, 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 farmable acre)$678 – $127,436$35,572 
Market NOI (per farmable acre)$421 – $3,546$1,824 
Market Capitalization Rate3.00% – 10.06%5.05%
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.
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).
42
Table of Contents
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,March 31, 2021, 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,March 31, 2021, from the prior value basis as of June 30, 2017,December 31, 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 December 31, 2020$1,162,524
Plus: Acquisition of three new farms during the three months ended March 31, 20215,577 
Plus net value appreciation during the three months ended March 31, 2021:
32 farms valued via third-party appraisals$2,191 
Total net appreciation for the three months ended March 31, 20212,191 
Total portfolio fair value as of March 31, 2021$1,170,292
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,March 31, 2021, was approximately $286.3$626.2 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of $292.1approximately $632.5 million. In addition,The fair values of our Series B Preferred Stock and Series D Term Preferred Stock were determined using the closing stock priceprices as of September 30, 2017,March 31, 2021, of $25.56 per share and $25.54 per share, respectively. 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 C Preferred stock was determinedStock to be approximately $29.8 million,$25.00 per share as comparedof March 31, 2021 (see Exhibit 99.1 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 costscost 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,March 31, 2021, we estimate ourthe NAV per common share to be $14.15, as detailed$12.69. 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):
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$417,667
Fair value adjustment for long-term assets:
Less: net cost basis of tangible and intangible real estate holdings(1)
Per Net Cost Basis as presented in the table above.$

(1,048,165)
Plus: estimated fair value of real estate holdings(2)
Per Current 1,170,292 
Net fair value adjustment for real estate holdings122,127 
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.692,895 
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.(687,914)
Net fair value adjustment for long-term indebtedness4,981 
Estimated NAV544,775
Less: aggregate fair value of Series B Preferred Stock and Series C Preferred Stock(5)
Includes 13,485,025(192,840)
Estimated NAV available to common stockholders and non-controlling OP Unitholders$351,935
Total common shares of common stock and 1,227,383non-controlling OP Units held by non-controlling limited partners (representing 8.3% of alloutstanding(6)
27,736,729
Estimated NAV per common share and OP Units issued and outstanding as of September 30, 2017).Unit$12.69
(1)Per Net Cost Basis as presented in the table above.
(2)Per Current Fair Value as presented in the table above.
43
Table of Contents
(3)Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series D Term Preferred Stock.
(4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series D Term Preferred Stock was valued based on its closing stock price as of March 31, 2021.
(5)The Series B Preferred Stock was valued based on its closing stock price as of March 31, 2021, while the Series C Preferred Stock was valued at its liquidation value, as discussed above.
(6)Includes 27,531,951 shares of common stock and 204,778 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,March 31, 2021, 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 December 31, 2020$12.23
Less net loss attributable to common stockholders and non-controlling OP Unitholders(0.08)
Adjustments for 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)
$0.31 
(2)
Net change in unrealized fair value of long-term indebtedness		Reflective of the September 2017 Follow-on Offering and shares of0.21 
Net change in valuations0.52 
Less distributions on common stock sold under the ATM Program during the three months ended September 30, 2017.and non-controlling OP Units(0.13)
Plus net accretive effect of equity issuances0.15 
Estimated NAV per common share and non-controlling OP Unit as of March 31, 2021$12.69
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) an increase of $0.08 per share due to the net appreciation in value of the farms that were valued during the three months ended March 31, 2021, (ii) an increase of $0.23 per share due to the aggregate depreciation and amortization expense recorded during the three months ended March 31, 2021, and (iii) no change due to net asset dispositions or 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 $12.69 as of September 30, 2017, to be $14.15 perMarch 31, 2021, based on the calculation above, the closing price of our common stock on September 30, 2017,March 31, 2021, was $13.62, and it has subsequently traded between $13.01 and $14.29$18.30 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.


44
Table of Contents
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,March 31, 2021, 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,March 31, 2021, 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,March 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



45
Table of Contents
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 section captioned, "Item“Item 1A. Risk Factors,"” in our Annual Report on Form 10-K.10-K for the year ended December 31, 2020. There have been no material changes to risks associated with our business or investment in our securities from those previously set forth in the report described above. The risks in our Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially and adversely affect our business, financial condition, and/or operating results in the future.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
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 PartnershipAs consideration in connection with certainthe acquisition of our prior acquisitions.a cooling and storage facility located in San Joaquin County, California, on March 11, 2021, the Operating Partnership issued 204,778 OP Units, are generallyconstituting an aggregate fair value of approximately $4.0 million as of the acquisition date, subject to adjustment pursuant to the related contribution agreement, to the seller upon consummation of the transaction. With regard to the OP Units issued in connection with the transaction, following a one-year holding period, the OP Units will be redeemable for cash or, at ourthe Company’s discretion, exchangeable intofor shares of ourthe Company’s common stock, on a one-for-one basis.in accordance with the terms of the Operating Partnership’s partnership agreement. The cash redemption amount perexchange of the OP Unit is based onUnits pursuant to the market price of a shares of our common stock atrelated contribution agreement was consummated without registration under the time of redemption. These shares of common stock were issuedSecurities Act in reliance on anupon the exemption from registration underin Section 4(a)(2) of the Securities Act of 1933, as amended. We relied onAct. No sales commission or other consideration was paid in connection with the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the shares of common stock.sale.
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.

In connection with our previously-announced redemption of 1,150,000 shares of Series A Term Preferred Stock, which was completed on February 12, 2021, on May 7, 2021, we filed Articles Supplementary (the “Reclassification Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland, pursuant to which our board of directors reclassified and designated the remaining 850,000 shares of authorized but unissued Series A Term Preferred Stock as additional shares of common stock. After giving effect to the filing of the Reclassification Articles Supplementary, our authorized capital stock consists of 63,944,073 shares of common stock, 6,456,065 shares of Series B Preferred Stock, 25,999,862 shares of Series C Preferred Stock, and 3,600,000 shares of Series D Term Preferred Stock. The Reclassification Articles Supplementary did not increase our authorized shares of capital stock. The foregoing description of the Reclassification Articles Supplementary is a summary and is qualified in its entirety by reference to the Reclassification
46
Table of Contents
Articles Supplementary, a copy of which is filed as Exhibit 3.7 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
47
Table of Contents
Item 6.Exhibits
EXHIBIT INDEX
Exhibit

Number
Exhibit Description
3.1
3.2
3.3
3.4 
3.5 
3.6 
3.43.7 
4.1
4.2
4.3 
4.4 
114.5 
31.1
31.2
32.1
32.2
99.1 
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)
***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,March 31, 2021, and December 31, 2016,2020, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2017March 31, 2021 and 2016,2020, (iii) the Condensed Consolidated Statements of Equity for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, (iv) the Condensed Consolidated Statements of Cash Flows for the ninethree months ended September 30, 2017March 31, 2021 and 2016,2020, and (v) the Notes to the Condensed Consolidated Financial Statements.

48
Table of Contents
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, 2017May 12, 2021By:/s/ Lewis Parrish
Lewis Parrish
Chief Financial Officer and

Assistant Treasurer
Date: November 7, 2017May 12, 2021By:/s/ David Gladstone
David Gladstone
Chief Executive Officer and

Chairman of the Board of Directors



50
49