Filed Pursuant to Rule 253(g)(2)
File No. 024-10919
IROQUOIS VALLEY FARMLAND REIT, PBC
SUPPLEMENT NO. 3 DATED JANUARY 8, 2021
TO THE OFFERING CIRCULAR DATED JULY 10, 2020
This document supplements, and should be read in conjunction with, the offering circular of Iroquois Valley Farmland REIT, PBC (“we”, “our”, “us” or the “Company”), dated July 10, 2020, as filed by us with the Securities and Exchange Commission (the “SEC”) on July 10, 2020, and as supplemented on October 2, 2020 and December 7, 2020 (the “Offering Circular”). Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Offering Circular.
The purpose of this supplement is to:
· | Update the status of our offering |
· | Update our business and properties |
· | Update details of certain beneficial owners of the Company |
· | Update the results of the 2020 Stock Redemption Period |
· | Update on dividends declared by the Company |
Status of our Offering
As previously discussed in the Offering Circular, we commenced our offering pursuant to Regulation A+ (the “Offering”) of $50,000,000 in shares of our common stock on May 3, 2019.
In the first year of our Offering, we sold 11,539.69 shares, for gross offering proceeds of approximately $6,912,274. Following the qualification of our July 10, 2020 Offering Circular, we have since we have sold an additional 12,283.47 shares, for additional gross offering proceeds of $7,308,664.65.
In total, as of December 15, 2020, we have sold 23,823.16 shares through this Offering, for total gross offering proceeds of approximately $14,206,998.
Our Business and Properties
The following are additional farms owned by the Company as of December 31, 2020, and shall be considered appended to the end of the chart showing farms owned by the Company on pages 80-81 of the Offering Circular.
Property Name | County | State | Type of Farm | Organic | Year Acquired (1) | Acreage (2) | Lease Expiration | Renewal Rights | Base Rent 2020 | Farmland Tax | ||||||||||||
Rock Creek West | Will | IL | Grains/Legumes | Transitional | 2020 | 80 | 25-Dec | 2 year extension | $ | 1,250 | N/A | |||||||||||
Rock Creek 30 | Will | IL | Grains/Legumes | Transitional | 2020 | 30 | 25-Dec | 2 year extension | N/A | N/A | ||||||||||||
Petersen | Iroquois | IL | Seed Breeder, Grains, Grasses & Clover, Pastured Poultry & Livestock | Transitional | 2020 | 52 | 25-Dec | 3 year extension | $ | 15,044 | N/A |
_____________________________
(1) | Title to all of our farms was acquired and is held in fee simple. Unless noted otherwise, none of our properties are subject to any material mortgages, liens, or other encumbrances. |
(2) | For all of our leased farm properties, 100% of available acreage is leased. |
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The following table, dated December 31, 2020, restates in its entirety that table on page 83 of the Offering Circular that provides an overview of the mortgage loan investments made by us and held as assets in our portfolio.
Borrower Farm Name | County | State | Position | # Acres | Type of Farm | Organic Status | Loan Year | Original Loan Amount | Interest Rate | Interest 2020 | Principal Balance at 12/31/20 | Prepayment Penalty? | Maturity Date | Balance Due at Maturity (at issuance) | |||||||||||
Mint Creek | Ford | IL | 1st | 225 | Non-Dairy Livestock | Organic | 2016 | $ | 1,250,000 | 5.00% | $ | 65,050 | $ | 1,247,467 | No | 12/31/2020 | $ | 1,250,000 | |||||||
Yker Acres | Carlton | MN | 1st | 160 | Non-Dairy Livestock | None | 2016 | $ | 350,000 | 5.00% | $ | 17,764 | $ | 349,156 | No | 10/5/2036 | $ | 229,156 | |||||||
Minnawanna | Olmstead | MN | 1st | 320 | Dairy | Organic | 2017 | $ | 356,000 | 5.85% | $ | 26,897 | $ | 356,000 | No | 2/28/2022 | $ | 356,000 | |||||||
Minnawanna | Olmstead | MN | 2nd | 320 | Dairy | Organic | 2019 | $ | 100,000 | 6.00% | $ | 653 | $ | 100,000 | No | 10/1/2029 | $ | 90,126 | |||||||
Engelhard Family | Tuscola | MI | 1st | 160 | Row Crop | Organic | 2017 | $ | 900,000 | 5.00% | $ | 93,565 | $ | 900,000 | No | 2/1/2027 | $ | 900,000 | |||||||
Engelhard Family | Tuscola | MI | 2nd | 160 | Row Crop | Organic | 2017 | $ | 100,000 | 5.50% | $ | 5,267 | $ | 92,992 | No | 3/1/2022 | $ | 75,424 | |||||||
Boone County | Boone | IA | 1st | 77 | Other / Specialty | Organic | 2017 | $ | 540,000 | 5.50% | $ | 27,225 | $ | 540,000 | No | 6/1/2022 | $ | 540,000 | |||||||
Boone County | Boone | IA | 2nd | 77 | Other / Specialty | Organic | 2018 | $ | 90,000 | 5.75% | $ | 5,025 | $ | 89,661 | No | 6/1/2022 | $ | 90,000 | |||||||
Diamond L | Huron | OH | 1st | 12 | Row Crop | Transitional | 2017 | $ | 75,000 | 5.25% | $ | 3,748 | $ | 74,780 | No | 5/1/2022 | $ | 75,000 | |||||||
Main Street Project | Dakota | MN | 1st | 40 | Non-Dairy Livestock | Transitional | 2017 | $ | 300,000 | 5.00% | $ | 14,250 | $ | 300,000 | No | 5/31/2022 | $ | 300,000 | |||||||
Vermont Natural Beef | Rutland | VT | 1st | 307 | Non-Dairy Livestock | Organic | 2017 | $ | 787,500 | 5.50% | $ | 46,979 | $ | 787,500 | No | 7/31/2022 | $ | 787,500 | |||||||
Sunset Ridge | Vernon | WI | 1st | 197 | Dairy | Organic | 2018 | $ | 925,000 | 5.50% | $ | 46,454 | $ | 924,899 | No | 2/28/2023 | $ | 925,000 | |||||||
Sunset Ridge | Vernon | WI | 2nd | 197 | Dairy | Organic | 2018 | $ | 125,000 | 5.50% | $ | 6,162 | $ | 110,129 | No | 2/28/2023 | $ | 101,080 | |||||||
Sunset Ridge | Vernon | WI | 3rd | 197 | Dairy | Organic | 2020 | $ | 110,000 | 5.50% | $ | 1,980 | $ | 110,000 | No | 2/28/2023 | $ | – | |||||||
Rocky Road | Fayette | IL | 1st | 312 | Dairy | Organic | 2018 | $ | 1,350,000 | 5.50% | $ | 67,574 | $ | 1,350,000 | No | 5/1/2028 | $ | 1,205,099 | |||||||
Sheldon Flatts | Madison | NY | 1st | 220 | Dairy | Organic | 2018 | $ | 363,750 | 5.50% | N/A | $ | 363,750 | Yes | 7/1/2023 | $ | 363,750 | ||||||||
Sheldon Flatts | Madison | NY | 2nd | 220 | Dairy | Organic | 2018 | $ | 97,000 | 5.50% | N/A | $ | 97,000 | No | 7/1/2023 | $ | 55,909 | ||||||||
Singing Prairie | Lincoln | ME | 1st | 206 | Non-Dairy Livestock | Transitional | 2018 | $ | 374,798 | 5.50% | $ | 12,554 | $ | 363,981 | No | 7/1/2023 | $ | 416,250 | |||||||
Richview | Washington | NY | 1st | 101 | Dairy | Organic | 2018 | $ | 500,000 | 5.25% | $ | 15,798 | $ | 304,167 | No | 8/1/2028 | $ | – | |||||||
Featherstone | Winona | MN | 1st | 119 | Other / Specialty | Organic | 2018 | $ | 369,785 | 6.00% | $ | 22,187 | $ | 369,785 | No | 9/1/2028 | $ | 332,555 | |||||||
Pasturage | Oceana | MI | 1st | 40 | Non-Dairy Livestock | Transitional | 2018 | $ | 62,500 | 5.75% | $ | 3,848 | $ | 61,907 | No | 11/1/2048 | $ | – | |||||||
Bickford Farms | Iowa | WI | 1st | 129 | Row Crop | Organic | 2018 | $ | 428,000 | 6.00% | $ | 25,680 | $ | 428,000 | No | 12/1/2028 | $ | 385,738 | |||||||
Hepatica | Washington | NY | 1st | 100 | Non-Dairy Livestock | Transitional | 2019 | $ | 148,000 | 5.75% | $ | 8,023 | $ | 136,401 | No | 3/1/2034 | $ | – | |||||||
Diamond H | Wabasha | MN | 1st | 100 | Row Crop | Transitional | 2019 | $ | 870,000 | 6.00% | $ | 26,100 | $ | 870,000 | No | 2/28/2039 | $ | 503,052 | |||||||
Diamond H | Wabasha | MN | 3rd | 100 | Row Crop | Transitional | 2020 | $ | 150,000 | 6.00% | $ | 4,500 | $ | 150,000 | No | 2/28/2039 | $ | 503,052 | |||||||
Prairie Fruits | Champaign | IL | 1st | 53 | Non-Dairy Livestock | Transitional | 2020 | $ | 800,000 | 5.50% | $ | 22,121 | $ | 800,000 | No | 4/30/2030 | $ | 800,000 | |||||||
Beyercrest | Winona | MN | 1st | 320 | Dairy | Organic | 2017 | $ | 2,000,000 | 5.00% | $ | 98,822 | $ | 2,000,000 | No | 1/31/2022 | $ | 1,400,000 | |||||||
Mystic River | Monroe | WV | 1st | 8 | Pastured Livestock | Organic | 2019 | $ | 135,000 | 5.50% | $ | 5,867 | $ | 100,000 | No | 5/1/2029 | $ | – | |||||||
Mystic River | Monroe | WV | 2nd | 8 | Pastured Livestock | Organic | 2019 | $ | 34,843 | 5.50% | $ | 917 | $ | 34,843 | No | 5/1/2029 | $ | 27,206 | |||||||
The Little Farm by the Sea | Grays Harbor | WA | 1st | 100 | Pastured Poultry & Livestock | Transitional | 2020 | $ | 260,000 | 5.50% | $ | 8,247 | $ | 260,000 | No | 5/1/2029 | $ | 231,094 | |||||||
Hamann | Will | IL | 1st | 10 | Row Crop | Conventional | 2020 | $ | 130,000 | 6.00% | $ | 3,921 | $ | 130,000 | No | 6/3/2029 | $ | – | |||||||
Huss | Sandusky | OH | 1st | 80 | Row Crop | Transitional | 2020 | $ | 420,000 | 6.00% | $ | 9,392 | $ | 420,000 | No | 9/1/2030 | $ | 374,940 | |||||||
Huss | Sandusky | OH | 2nd | 80 | Row Crop | Transitional | 2020 | $ | 60,000 | 6.00% | $ | 1,355 | $ | 60,000 | No | 9/1/2030 | $ | 54,697 | |||||||
White River | Daviess | IN | 1st | 240 | Row Crop | Transitional | 2020 | $ | 220,000 | 6.00% | $ | 3,990 | $ | 220,000 | No | 8/1/2023 | $ | 206,984 | |||||||
White River | Daviess | IN | 2nd | 240 | Row Crop | Transitional | 2020 | $ | 135,017 | 6.00% | $ | 265 | $ | 135,017 | No | 8/1/2023 | $ | – | |||||||
Haslett | Rice | MN | 1st | 88 | Pastured Poultry & Perennials | Transitional | 2020 | $ | 460,800 | 6.00% | $ | 1,166 | $ | 460,800 | No | 11/1/2045 | $ | 150,282 | |||||||
Haslett | Rice | MN | 2nd | 88 | Pastured Poultry & Perennials | Transitional | 2020 | $ | 57,600 | 6.00% | N/A | $ | 57,600 | No | 11/1/2030 | $ | – | ||||||||
TOTALS | 5,235 | $ | 15,435,593 | $ | 703,343 | $ | 15,155,836 | $ | 12,729,895 |
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The following table, dated December 31, 2020, restates in its entirety that table on page 84 of the Offering Circular that provides an overview of the operating lines of credit provided by us and held as assets in our portfolio.
Borrower Farm Name | County | State | Position | # Acres | Type of Farm | Organic Status | Loan Year | Original Loan Amount | Interest Rate | Interest 2020 | Principal Balance at 12/31/20 | Prepayment Penalty? | Maturity Date | Balance Due at Maturity (at issuance) | |||||||||||
Vilicus Farms | Hill | MT | 1st | 1,840 | Row Crop | Organic | 2019 | $ | 500,000 | 6% | $ | 11,758 | $ | 552,952 | No | 7/1/2022 | $ | 500,000 | |||||||
Rocky Road | Fayette | IL | 1st | 312 | Dairy | Organic | 2020 | $ | 200,000 | 7% | $ | 3,610 | $ | 35,842 | No | 12/31/2022 | $ | 100,000 | |||||||
The Little Farm by the Sea | Grays Harbor | WA | 1st | 100 | Pastured Poultry & Livestock | Transitional | 2020 | $ | 70,000 | 5.5% | $ | 1,113 | $ | 41,113 | No | 6/30/2023 | $ | 70,000 | |||||||
Hamann Farms/Virg's Veggies | Will | IL | 1st | 10 | Pastured Beef, Vegetables, Herbs, & Flowers | Transitional | 2020 | $ | 20,000 | 6.0% | $ | 305 | $ | 12,305 | No | 6/30/2022 | $ | 20,000 | |||||||
Engelhard Family Farms | Tuscola | MI | 1st | 160 | Crop Rotation | Organic | 2020 | $ | 650,000 | 6.0% | $ | 13,834 | $ | 648,834 | No | 7/31/2021 | $ | 650,000 | |||||||
White River | Daviess | IN | 1st | 240 | Crop Rotation | Organic | 2020 | $ | 430,000 | 6.0% | $ | 6,077 | $ | 426,304 | No | 7/31/2023 | $ | 430,000 | |||||||
Harvest Table Farms | Iroquois | IL | 1st | 52 | Seed Breeder, Grains, Grasses & Clover, Pastured Poultry & Livestock | Organic & Transitional | 2020 | $ | 150,000 | 6.0% | $ | 1,899 | $ | 115,086 | No | 7/31/2023 | $ | 150,000 | |||||||
$ | 700,000 | $ | 38,595 | $ | 1,832,435 | $ | 600,000 |
Beneficial Ownership
The following information supplements the section of the Offering Circular captioned “Security Ownership of Management and Certain Beneficial Owners”
The following table shows, as of December 15, 2020, the identities of and amount of our common stock held by those persons known to us to be the beneficial owners of 5% or more of our common stock.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class |
Common Stock |
Peterffy Foundation Christopher Upzen, Secretary 777 S. Flager Dr. E. Tower No. 1001 West Palm Beach, FL 33401
|
Direct Ownership of 8,000 Shares |
9.3% |
Common Stock |
DCS Irrevocable Trust Diana Singleton, Trustee Burbank, CA 91502
|
Direct Ownership of 6,900 Shares |
8.0% |
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The 2020 Stock Redemption
On October 8, 2020, the Company announced that, pursuant to its Stock Redemption Program, it would redeem up to 3,954 shares of eligible common stock, equal to 5% of the Company’s outstanding stock as of the October 7, 2020 record date (the “2020 Redemption”). The redemption price offered by the Company was $595 per share, equal to the Company’s current common stock offering price as of the record date (as set forth in the Offering Circular).
In connection with the 2020 Redemption, the Company redeemed a total of 1,734.39 shares, for a total payment of $1,031,961.46. As the redemptions requested were below the total shares authorized for the 2020 Redemption, all requests for redemption were accepted in full for eligible shares. In total, 15 shareholders requested and received either a whole or partial redemption of their eligible shares, as requested.
2019 Spillover Dividend
On October 8, 2020, the Company declared a distribution of spillover income from 2019 in the total amount of $10,000 to all shareholders of record as of November 1, 2020 (the “2019 Spillover Dividend”). The 2019 Spillover Dividend amounted to $0.13 per share. Spillover income includes any taxable income from the preceding tax year that were not distributed during such tax year.
2020 Dividend
On December 18, 2020, the Company declared a distribution of income from 2020 in the total amount of approximately $393,000 to all shareholders of record as of December 1, 2020 (the “2020 Dividend”). The 2020 Dividend amounted to $3.67 per share. This distribution, as approved by the Company’s Board of Directors, comprises the Company’s reasonable estimate of distributable income for the fiscal year ending December 31, 2020, consistent with the Company’s accounting, dividend, and finance policies.
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