Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 10-Q

______________________________________________



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-35795

____________________________________________

GLADSTONE LAND CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________________



MARYLAND		54-1892552
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1521 WESTBRANCH DRIVE, SUITE 100 MCLEAN, VIRGINIA 22102
(Address of principal executive offices, including zip code)

(703) 287-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

______________________________________________

Indicate by check mark whether the registrant: (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 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 growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨		Accelerated filer	x

Non-accelerated filer	¨	(Do not check if a smaller reporting company)

Smaller reporting company	¨		Emerging growth company	x

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 May 8, 2017, was 11,850,624.

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GLADSTONE LAND CORPORATION

FORM 10-Q FOR THE QUARTER ENDED

MARCH 31, 2017

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		PAGE
PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of March 31, 2017, and December 31, 2016	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016	4

	Condensed Consolidated Statements of Equity for the three months ended March 31, 2017, and the year ended December 31, 2016	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	38

ITEM 4.	Controls and Procedures	38

PART II	OTHER INFORMATION

ITEM 1.	Legal Proceedings	39

ITEM 1A.	Risk Factors	39

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

ITEM 3.	Defaults Upon Senior Securities	39

ITEM 4.	Mine Safety Disclosures	39

ITEM 5.	Other Information	39

ITEM 6.	Exhibits	40

SIGNATURES		41

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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, 2017			December 31, 2016
ASSETS
Investments in real estate, net	$	379,499		$	326,311
Lease intangibles, net	1,872			2,000
Cash and cash equivalents	2,473			2,438
Deferred financing costs related to borrowings under line of credit, net	225			239
Other assets, net	2,913			2,997
TOTAL ASSETS	$	386,982		$	333,985

LIABILITIES AND EQUITY
LIABILITIES:
Borrowings under line of credit	$	20,050		$	16,550
Mortgage notes and bonds payable, net	220,720			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 March 31, 2017, and December 31, 2016, net⁽¹⁾	27,714			27,655
Accounts payable and accrued expenses	2,596			2,801
Due to related parties, net⁽²⁾	980			751
Other liabilities, net	8,974			7,654
Total liabilities	281,034			246,208
Commitments and contingencies⁽³⁾
EQUITY:
Stockholders’ equity:
Common stock, $0.001 par value; 18,000,000 shares authorized, 11,850,624 shares issued and outstanding as of March 31, 2017; 18,000,000 shares authorized, 10,024,875 shares issued and outstanding as of December 31, 2016	12			10
Additional paid-in capital	109,012			90,082
Accumulated deficit	(14,621		)	(13,402		)
Total stockholders’ equity	94,403			76,690
Non-controlling interests in the Operating Partnership	11,545			11,087
Total equity	105,948			87,777
TOTAL LIABILITIES AND EQUITY	$	386,982		$	333,985


⁽¹⁾	Refer to Note 5, “Mandatorily-Redeemable Preferred Stock,” for additional information.


⁽²⁾	Refer to Note 6, “Related-Party Transactions,” for additional information.


⁽³⁾	Refer to Note 8, “Commitments and Contingencies,” for additional information.

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(Unaudited)



	For the Three Months Ended March 31,
	2017			2016
OPERATING REVENUES:
Rental revenue	$	5,748		$	3,680
Tenant recovery revenue	2			3
Total operating revenues	5,750			3,683
OPERATING EXPENSES:
Depreciation and amortization	1,472			977
Property operating expenses	248			213
Acquisition-related expenses	9			95
Management fee⁽¹⁾	394			387
Incentive fee⁽¹⁾	350			—
Administration fee⁽¹⁾	227			212
General and administrative expenses	446			399
Total operating expenses	3,146			2,283
OPERATING INCOME	2,604			1,400
OTHER INCOME (EXPENSE):
Other income	184			95
Interest expense	(2,157		)	(1,255		)
Distributions attributable to mandatorily-redeemable preferred stock	(458		)	—
Total other expense	(2,431		)	(1,160		)
NET INCOME	173			240
Less net income attributable to non-controlling interests	(21		)	(6		)
NET INCOME ATTRIBUTABLE TO THE COMPANY	$	152		$	234
EARNINGS PER COMMON SHARE:
Basic and diluted	$	0.01		$	0.02
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted	10,395,736			9,992,941


⁽¹⁾	Refer to Note 6, “Related-Party Transactions,” for additional information.

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share data)

(Unaudited)



	Common Stock
	Number of Shares	Par Value		Additional Paid-in Capital			Accumulated Deficit			Non- Controlling Interests			Total Equity
Balance at December 31, 2015	9,992,941	$	10	$	86,892		$	(8,895	)	$	—		$	78,007
Net income	—	—		—			448			25			473
Proceeds from issuance of common stock, net	31,934	—		350			—			—			350
Distributions	—	—		—			(4,955		)	(388		)	(5,343		)
Issuance of OP Units as consideration in real estate acquisitions, net	—	—		—			—			14,290			14,290
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership	—	—		2,840			—			(2,840		)	—
Balance at December 31, 2016	10,024,875	$	10	$	90,082		$	(13,402	)	$	11,087		$	87,777
Net income	—	—		—			152			21			173
Proceeds from issuance of common stock, net	1,825,749	2		19,553			—			—			19,555
Distributions	—	—		—			(1,371		)	(187		)	(1,558		)
Issuance of OP Units as consideration in real estate acquisitions, net	—	—		—			—			1			1
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership	—	—		(623		)	—			623			—
Balance at March 31, 2017	11,850,624	$	12	$	109,012		$	(14,621	)	$	11,545		$	105,948

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	For the Three Months Ended March 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	173		$	240
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,472			977
Amortization of deferred financing costs	116			34
Amortization of deferred rent assets and liabilities, net	(50		)	(42		)
Allowance for doubtful accounts	—			(13		)
Changes in operating assets and liabilities:
Other assets	(150		)	40
Accounts payable, accrued expenses and due to related parties	(187		)	(530		)
Other liabilities	1,372			3,527
Net cash provided by operating activities	2,746			4,233
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of new real estate	(53,532		)	(19,067		)
Capital expenditures on existing real estate	(468		)	(1,866		)
Change in deposits on real estate acquisitions and investments, net	(215		)	(217		)
Net cash used in investing activities	(54,215		)	(21,150		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of equity	20,722			—
Offering costs	(1,054		)	(215		)
Borrowings from mortgage notes and bonds payable	32,400			15,531
Repayments on mortgage notes and bonds payable	(2,231		)	(187		)
Net borrowings from line of credit	3,500			2,700
Payment of financing fees	(274		)	(23		)
Distributions paid on common stock	(1,372		)	(1,199		)
Distributions paid to non-controlling interests in Operating Partnership	(187		)	(30		)
Net cash provided by financing activities	51,504			16,577
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	35			(340		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	2,438			2,533
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,473		$	2,193
NON-CASH INVESTING AND FINANCING INFORMATION:
Issuance of non-controlling interests in operating partnership in conjunction with acquisitions	$	—		$	6,452
Real estate additions included in Accounts payable, accrued expenses and due to related parties	199			3,189
Real estate additions included in Other liabilities	—			6
Common stock offering and OP Unit issuance costs included in Accounts payable, accrued expenses and due to related parties	171			36
Financing fees included in Accounts payable, accrued expenses and due to related parties	22			27

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. BUSINESS

Business

Gladstone Land Corporation 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 89.1% and 87.4% of the limited partnership interests in the Operating Partnership ("OP Units") as of March 31, 2017, and December 31, 2016, respectively (see Note 7, "Equity," for additional discussion regarding OP Units).

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.

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 solely of normal recurring 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, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2017 (the “Form 10-K”). The results of operations for the three months ended March 31, 2017, 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. Actual results could materially differ from those estimates.

Reclassifications

Certain line items on the accompanying Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 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.

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 March 31, 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

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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 nature in order to make certain estimates and assumptions, and the 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 three months ended March 31, 2017.

Recently-Issued Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 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 have early adopted ASU 2017-01, effective October 1, 2016. As a result of our adoption of ASU 2017-01, we anticipate that most of our farmland acquisitions will be treated as asset acquisitions under Accounting Standards Codification ("ASC") 360, which will result in a lower amount of acquisition-related costs being expensed on our condensed consolidated statements of operations, as the majority of those costs will be capitalized and included as part of the fair value allocation of the purchase price.

In February 2017, the FASB issued ASU No. 2017-05, "Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets" ("ASU 2017-05"). ASU 2017-05 clarifies the scope of the FASB's recently-established guidance on nonfinancial asset derecognition, which applies to the derecognition of all nonfinancial assets and in-substance nonfinancial assets. In addition, ASU 2017-05 clarifies the accounting for partial sales of nonfinancial assets and in-substance nonfinancial assets to align with the new revenue recognition standard. ASU 2017-05 can be adopted using either a full retrospective approach or a modified retrospective approach, resulting in a cumulative-effect adjustment to equity as of the beginning of the fiscal year in which the guidance is effective. ASU 2017-05 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted, and must be adopted in conjunction with the new revenue recognition guidance. We are currently in the process of evaluating the impact of ASU 2017-05 on our consolidated financial statements.

NOTE 3. REAL ESTATE AND INTANGIBLE ASSETS

All of our properties are wholly owned on a fee-simple basis. The following table provides certain summary information about our 59 farms as of March 31, 2017 (dollars in thousands, except for footnotes):



Location	No. of Farms	Total Acres	Farm Acres	Net Cost Basis⁽¹⁾		Encumbrances⁽²⁾
California	22	6,713	6,240	$	181,634	$	126,186
Florida	16	9,315	7,664	108,345		64,967
Colorado	9	30,170	23,257	42,469		24,145
Oregon	4	2,313	2,003	19,305		11,549
Arizona	2	3,000	2,195	13,334		7,502
Nebraska	2	2,559	2,101	10,748		6,602
Michigan	4	270	183	3,022		1,477
	59	54,340	43,643	$	378,857	$	242,428

⁽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. 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, deferred revenue and unamortized tenant improvements included in Other liabilities, each as shown on the accompanying Condensed Consolidated Balance Sheet.


⁽²⁾	Excludes approximately $1.7 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.

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Real Estate

The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2017, and December 31, 2016 (dollars in thousands):



	March 31, 2017			December 31, 2016
Real estate:
Land and land improvements	$	318,473		$	265,985
Irrigation systems	35,805			33,969
Buildings	14,849			14,671
Horticulture	17,771			17,759
Other improvements	5,001			4,993
Real estate, at cost	391,899			337,377
Accumulated depreciation	(12,400		)	(11,066		)
Real estate, net	$	379,499		$	326,311

Real estate depreciation expense on these tangible assets was approximately $1.3 million and $0.8 million for the three months ended March 31, 2017 and 2016, respectively.

Included in the figures above are amounts related to improvements on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of each of March 31, 2017, and December 31, 2016, we recorded tenant improvements, net of accumulated depreciation, of approximately $1.8 million. We recorded both depreciation expense and additional rental revenue related to these tenant improvements of approximately $37,000 for each of the three months ended March 31, 2017 and 2016.

Intangible Assets and Liabilities

The following table summarizes the carrying values of lease intangible assets and the related accumulated amortization as of March 31, 2017, and December 31, 2016 (dollars in thousands):



	March 31, 2017			December 31, 2016
Lease intangibles:
In-place leases	$	1,481		$	1,481
Leasing costs	1,097			1,086
Tenant relationships	706			706
Lease intangibles, at cost	3,284			3,273
Accumulated amortization	(1,412		)	(1,273		)
Lease intangibles, net	$	1,872		$	2,000

Total amortization expense related to these lease intangible assets was approximately $139,000 and $177,000 for the three months ended March 31, 2017 and 2016, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets and Other liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of March 31, 2017, and December 31, 2016 (dollars in thousands).



	March 31, 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⁽¹⁾	$	20		$	(16	)	$	19		$	(14	)
Below-market lease values and deferred revenue⁽²⁾	(786		)	76			(785		)	61
	$	(766	)	$	60		$	(766	)	$	47


⁽¹⁾	Above-market lease values 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.

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For each of the three months ended March 31, 2017 and 2016, total amortization related to above-market lease values and deferred revenue was approximately $2,000. Total accretion related to below-market lease values and deferred revenue was approximately $15,000 and $7,000 for the three months ended March 31, 2017 and 2016, respectively.

New Real Estate Activity

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, acquisitions with a prior leasing history will generally be 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.

2017 New Real Estate Activity

During the three months ended March 31, 2017, we acquired one new farm in one transaction, which is summarized in the table below (dollars in thousands).

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

Citrus Boulevard

Stuart, FL

1/12/2017

3,748

Organic Vegetables

7 years

3 (5 years)

54,000

⁽²⁾

2,926

32,400


⁽¹⁾	Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.


⁽²⁾	Acquisition accounted for as an asset acquisition under ASC 360.

The allocation of the purchase price for the farm acquired during the three months ended March 31, 2017, is as follows (dollars in thousands):



Property Name	Land and Land Improvements		Buildings		Irrigation Systems		Total Purchase Price
Citrus Boulevard	$	52,375	$	178	$	1,447	$	54,000

Below is a summary of the total operating revenues and earnings recognized on the property acquired during the three months ended March 31, 2017 (dollars in thousands):



		For the three months ended March 31, 2017
Property Name	Acquisition Date	Operating Revenues		Earnings
Citrus Boulevard	1/12/2017	$	645	$	380

2016 New Real Estate Activity

During the three months ended March 31, 2016, we acquired three new farms in one transaction, which is 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⁾

Alamosa, CO

3/3/2016

6,191

Organic Potatoes

5 years

1 (5 years)

25,736

119

⁽³⁾

1,591

15,531


⁽¹⁾	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, $4,670 of these costs related to direct leasing costs incurred in connection with these acquisitions.

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The allocation of the purchase price for the farms acquired during the three months ended March 31, 2016, were as follows (dollars in thousands):



Property Name	Land and Land Improvements		Buildings and Improvements		Irrigation System		Other Improvements		In-place Leases		Leasing Costs		Total Purchase Price
Gunbarrel Road	$	16,756	$	3,438	$	2,831	$	2,079	$	382	$	250	$	25,736

Below is a summary of the total operating revenues and earnings recognized on the properties acquired during the three months ended March 31, 2016 (dollars in thousands, except for footnotes):



		For the three months ended March 31, 2016
Property Name	Acquisition Date	Operating Revenues		Earnings⁽¹⁾
Gunbarrel Road	3/3/2016	$	124	$	(101	)


⁽¹⁾	Includes approximately $84,000 of non-recurring acquisition-related costs during the three months ended March 31, 2016.

Acquired Intangibles and Liabilities

The following table shows the weighted-average amortization period, in years, for the intangible assets acquired and liabilities assumed in connection with new real estate acquired during the three months ended March 31, 2016. There were intangible assets acquired or liabilities assumed in connection with new real estate acquired during the three months ended March 31, 2017.



		Weighted-Average Amortization Period (in Years)
Intangible Assets and Liabilities		2016
In-place leases		5.1
Leasing costs		5.1
All intangible assets and liabilities		5.1

Pro-Forma Financials

During the three months ended March 31, 2016, we acquired three farms that qualified as business combinations. No farms were acquired during the three months ended March 31, 2017 that were treated as business combinations. The following table reflects pro-forma consolidated financial information as if each farm acquired during the three months ended March 31, 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
	March 31, 2016
	(Unaudited)
Operating Data:
Total operating revenue	$	3,762
Net income attributable to the company	$	156
Share and Per-share Data:
Earnings per share of common stock – basic and diluted	$	0.01
Weighted-average common shares outstanding – basic and diluted	10,738,820

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.

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Portfolio Diversification and Concentrations

Diversification

The following table summarizes the geographic locations, by state, of our properties with leases in place as of March 31, 2017 and 2016 (dollars in thousands):



	As of and For the Three Months Ended March 31, 2017								As of and For the Three Months Ended March 31, 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	22	6,713	12.4	%	$	2,857	49.7	%	18	3,576	15.5	%	$	2,140	58.2	%
Florida	16	9,315	17.1	%	1,531		26.6	%	13	5,094	22.1	%	743		20.2	%
Colorado	9	30,170	55.5	%	673		11.7	%	3	6,191	26.9	%	124		3.4	%
Oregon	4	2,313	4.3	%	294		5.1	%	4	2,313	10.1	%	293		7.9	%
Arizona	2	3,000	5.5	%	186		3.2	%	2	3,000	13.1	%	173		4.7	%
Nebraska	2	2,559	4.7	%	145		2.6	%	2	2,559	11.1	%	145		3.9	%
Michigan	4	270	0.5	%	62		1.1	%	4	270	1.2	%	62		1.7	%
	59	54,340	100.0	%	$	5,748	100.0	%	46	23,003	100.0	%	$	3,680	100.0	%

Concentrations

Credit Risk

As of March 31, 2017, our farms were leased to 40 different, 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 $1.0 million, or 17.8% of the rental revenue recorded during the three months ended March 31, 2017. In addition, Dole Food Company (“Dole”) leases two of our farms, and aggregate rental revenue attributable to Dole accounted for approximately $0.7 million, or 12.9% of the rental revenue recorded during the three months ended March 31, 2017. If either Tenant A or Dole fails to make rental payments or elects to terminate its leases, and the properties cannot be re-leased on satisfactory terms, there could be a material adverse effect on our financial performance and ability to continue operations. No other individual tenant represented greater than 10.0% of the total rental revenue recorded during the three months ended March 31, 2017.

Geographic Risk

22 of our 59 farms owned as of March 31, 2017, are located in California, and 16 farms are located in Florida. As of March 31, 2017, our farmland in California accounted for 6,713 acres, or 12.4% of the total acreage we owned, and these farms accounted for approximately $2.9 million, or 49.7% of the rental revenue recorded during the three months ended March 31, 2017. However, our 22 California farms are spread across three of the many different growing regions within the state. In addition, as of March 31, 2017, our farmland in Florida and Colorado accounted for 9,315 acres and 30,170 acres, respectively, or 17.1% and 55.5%, respectively, of the total acreage we owned. Furthermore, our Florida and Colorado farms accounted for approximately $1.5 million and $0.7 million, respectively, or 26.6% and 11.7%, respectively, of the rental revenue recorded during the three months ended March 31, 2017. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster occur 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 the total rental revenue recorded during the three months ended March 31, 2017.

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NOTE 4. BORROWINGS

Our borrowings as of March 31, 2017, and December 31, 2016 are summarized below (dollars in thousands):



	Carrying Value as of						As of March 31, 2017
	March 31, 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	$	140,857		$	142,861		2.90%–3.94%; 3.26%	5/1/2020–11/1/2041; Jun 2030
Fixed-rate bonds payable	81,521			49,348			2.38%–3.63%; 3.10%	7/30/2018–1/12/2024; May 2021
Total mortgage notes and bonds payable	222,378			192,209
Deferred financing costs – mortgage notes and bonds payable	(1,658		)	(1,412		)	N/A	N/A
Mortgage notes and bonds payable, net	$	220,720		$	190,797

Variable-rate revolving lines of credit	$	20,050		$	16,550		3.26%	4/5/2024

Total borrowings, net	$	240,770		$	207,347


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

The weighted-average interest rate charged on the above borrowings, excluding the impact of deferred financing costs and before any interest patronage, or refunded interest, was 3.25% for the three months ended March 31, 2017, as compared to 3.29% for the prior-year period. In addition, 2016 interest patronage from our Farm Credit Notes Payable (including the Farm Credit CFL Notes Payable and the Farm Credit West Notes Payable, each as defined below), which was received during 2017, resulted in a 17.2% reduction (approximately 61 basis points) to the stated interest rates on such borrowings.

MetLife Facility

On May 9, 2014, we closed on a facility with Metropolitan Life Insurance Company (“MetLife”) that consisted of a $100.0 million long-term note payable (the “2015 MetLife Term Note”) and a $25.0 million revolving equity line of credit (the “2015 MetLife Line of Credit” and, together with the 2015 MetLife Term Note, the “MetLife Facility”). As amended on October 5, 2016, the overall size of the 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 $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.

The following table summarizes the pertinent terms of the MetLife Facility as of March 31, 2017 (dollars in thousands):

Issuance

Aggregate

Commitment

Maturity

Dates

Principal

Outstanding

Interest Rate Terms

Undrawn

Commitment

MetLife Term Notes

150,000

⁽¹⁾

1/5/2029

105,608

3.16%, fixed for 10 years

⁽²⁾

40,980

⁽³⁾

MetLife Lines of Credit

50,000

4/5/2024

20,050

3-month LIBOR + 2.25%

⁽⁴⁾

29,950

⁽³⁾

Total principal outstanding

125,658


⁽¹⁾	If the aggregate commitment under this facility is not fully utilized by December 31, 2018, MetLife has the option to be relieved of its obligations to disburse the additional funds under the MetLife Term Notes.


⁽²⁾	Represents the blended interest rate as of March 31, 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 March 31, 2017, the maximum additional amount we could draw under the facility was approximately $21.8 million.


⁽⁴⁾	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 March 31, 2017, the interest rate on the MetLife Lines of Credit was 3.26%.

As of March 31, 2017, we were in compliance with all covenants under the MetLife Facility.

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Farm Credit Notes Payable

Farm Credit CFL Notes Payable

From time to time since September 19, 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements with Farm Credit of Central Florida, FLCA ("Farm Credit CFL"). We did not enter into any new loan agreements with Farm Credit CFL during the three months ended March 31, 2017.

The following table summarizes, in the aggregate, the pertinent terms of the eight loans outstanding from Farm Credit CFL (collectively, the "Farm Credit CFL Notes Payable") as of March 31, 2017 (dollars in thousands):



Dates of Issuance	Maturity Dates	Principal Outstanding		Stated Interest Rate⁽¹⁾
9/19/2014 – 7/1/2016	5/1/2020–10/1/2040	$	22,187	3.47%	⁽²⁾


⁽¹⁾	Represents the weighted-average, blended rate on the respective borrowings as of March 31, 2017.


⁽²⁾	Rate is before interest patronage, as discussed below.

Subsequent to March 31, 2017, we received interest patronage of approximately $124,000 related to interest accrued on the Farm Credit CFL Notes Payable 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. This interest patronage was recorded as a receivable as of March 31, 2017, and is included in Other income on the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2017. During the three months ended March 31, 2016, we received interest patronage related to the Farm Credit CFL Notes Payable of approximately $94,000.

As of March 31, 2017, we were in compliance with all covenants applicable to the Farm Credit CFL Notes Payable.

Farm Credit West Note Payable

From time to time since April 4, 2016, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements with Farm Credit West, FLCA ("Farm Credit West"). We did not enter into any new loan agreements with Farm Credit West during the three months ended March 31, 2017.

The following table summarizes, in the aggregate, the pertinent terms of the two loans outstanding from Farm Credit West (collectively, the "Farm Credit West Notes Payable") as of March 31, 2017 (dollars in thousands):



Dates of Issuance	Maturity Dates	Principal Outstanding		Stated Interest Rate⁽¹⁾
4/4/2016 – 10/13/2016	11/1/2040-11/1/2041	$	13,061	3.66%	⁽²⁾


⁽¹⁾	Represents the weighted-average, blended rate on the respective borrowings as of March 31, 2017.


⁽²⁾	Rate is before interest patronage, as discussed below.

During the three months ended March 31, 2017, we received interest patronage of approximately $59,000 related to interest accrued on the Farm Credit West Notes Payable 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. This interest patronage is included in Other income on the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2017. There was no interest patronage received related to the Farm Credit West Notes Payable during the prior-year period.

As of March 31, 2017, we were in compliance with all covenants applicable to the Farm Credit West 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 that provides for bond issuances up to an aggregate principal amount of $75.0 million (the “Farmer Mac Facility”). On June 16, 2016, we amended the 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.

During the three months ended March 31, 2017, we issued four bonds for gross proceeds of approximately $32.4 million, the terms of which are summarized, in the aggregate, in the table below (dollars in thousands):

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Dates of Issuance	Gross Proceeds			Maturity Dates	Principal Amortization	Interest Rate Terms
1/12/2017	$	32,400	⁽¹⁾	1/10/2020-1/12/2024	None	2.80%–3.63%, fixed throughout respective terms


⁽¹⁾	Proceeds from these bonds were used for the acquisition of a new property.

The following table summarizes, in the aggregate, the terms of the 13 bonds outstanding under the Farmer Mac Facility as of March 31, 2017 (dollars in thousands):



Dates of Issuance	Initial Commitment			Maturity Dates	Principal Outstanding		Stated Interest Rate⁽¹⁾	Undrawn Commitment
12/11/2014–1/12/2017	$	125,000	⁽²⁾	7/30/2018–1/12/2024	$	81,521	3.10%	$	42,343	⁽³⁾


⁽¹⁾	Represents the weighted-average interest rate as of March 31, 2017.


⁽²⁾	If 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 March 31, 2017, there was no additional availability to draw under this facility, as no additional properties had been pledged as collateral.

As of March 31, 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 March 31, 2017, for the succeeding years are as follows (dollars in thousands):



Period		Scheduled Principal Payments
For the remaining nine months ending December 31:	2017	$	3,088
For the fiscal years ending December 31:	2018	21,300
	2019	8,904
	2020	26,675
	2021	5,026
	2022	11,310
	Thereafter	146,075
		$	222,378

Fair Value

ASC 820 provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10, "Fair Value Measurements and Disclosures," establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:


•	Level 1 — inputs that are based upon quoted prices (unadjusted) for identical assets or liabilities in active markets;


•	Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active or inactive markets or model-based valuation techniques, for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and


•	Level 3 — inputs are generally unobservable and significant to the fair value measurement. These unobservable inputs are generally supported by little or no market activity and are based upon management's estimates of assumptions that market participants would use in pricing the asset or liability

As of March 31, 2017, the aggregate fair value of our long-term, fixed-rate mortgage notes and bonds payable was approximately $216.7 million, as compared to an aggregate carrying value of $222.4 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 of the MetLife Lines of Credit and the lack of changes in market credit spreads, their aggregate fair value as of March 31, 2017, is deemed to approximate their aggregate carrying value of approximately $20.1 million.

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NOTE 5. MANDATORILY-REDEEMABLE PREFERRED STOCK

On 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 Preferred 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, we issued a total of 1,150,000 shares of the Term Preferred Stock for gross proceeds of approximately $28.8 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $27.6 million. These proceeds were used to repay existing indebtedness, to fund new property acquisitions and for other general corporate purposes. The Term Preferred Stock is traded under the ticker symbol, "LANDP," on the NASDAQ Global Market. The Term Preferred Stock is not convertible into our common stock or any other securities.

Generally, we may not redeem shares of the Term Preferred Stock prior to September 30, 2018, except in limited circumstances to preserve our qualification as a REIT. On or after September 30, 2018, we may redeem the shares at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends 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 million in total offering costs related to this issuance, which have been recorded net of the Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance Sheet, and we will amortize these costs over the redemption period, which ends on September 30, 2021.

The Term Preferred Stock is recorded as a liability on our accompanying Condensed Consolidated Balance Sheet in accordance with ASC 480, "Distinguishing Liabilities from Equity," which states that mandatorily redeemable financial instruments should be classified as liabilities. In addition, the related dividend payments are treated similar to interest expense in the accompanying Condensed Consolidated Statement of Operations.

As of March 31, 2017, the fair value of our Term Preferred Stock was approximately $29.7 million, as compared to the carrying value, exclusive of offering costs, of $28.8 million. The fair value of our Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10, "Fair Value Measurements and Disclosures," and is calculated based on the closing share price as of March 31, 2017, of $25.81.

The dividends to preferred stockholders declared by our Board of Directors and paid by us during the three months ended March 31, 2017, are reflected in the table below. The Term Preferred Stock was not outstanding during the prior-year period.



Declaration Date	Record Date	Payment Date	Dividend per Preferred Share
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
Three months ended March 31, 2017			$	0.3984375

NOTE 6. RELATED-PARTY TRANSACTIONS

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. In addition, two 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, serves as our Administrator’s president.

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”) 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. There were no material changes to either agreement during the three months ended March 31, 2017.

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The following table summarizes the management fees, incentive fees and associated credits and the administration fees reflected in our accompanying Condensed Consolidated Statements of Operations (dollars in thousands):



	For the Three Months Ended March 31,
	2017		2016
Management fee⁽¹⁾⁽²⁾	$	394	$	387
Incentive fee⁽¹⁾⁽²⁾	350		—
Net fees due to our Adviser	$	744	$	387
Administration fee⁽¹⁾⁽²⁾	$	227	$	212


⁽¹⁾	Pursuant to the Advisory and Administration Agreements, respectively.


⁽²⁾	Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations.

Related-Party Fees Due

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2017, and December 31, 2016, were as follows (dollars in thousands):



	March 31, 2017		December 31, 2016
Management fee due to Adviser	$	394	$	384
Incentive fee due to Adviser	350		169
Other due to Adviser⁽¹⁾	9		2
Total due to Adviser	753		555
Administration fee due to Administrator	227		202
Other due from Administrator⁽¹⁾	—		(6		)
Total due to Administrator	227		196
Total due to related parties⁽²⁾	$	980	$	751


⁽¹⁾	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.


⁽²⁾	Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets.

Subsequent to March 31, 2017, we amended the Advisory Agreement and entered into an agreement with Gladstone Securities, LLC ("Gladstone Securities"), to assist us with arranging financing for our properties. Gladstone Securities is affiliated with us and our Adviser, as the ultimate parent company of each is owned and controlled by David Gladstone. See Note 10, "Subsequent Events," for further discussion on each of these agreements.

NOTE 7. EQUITY

Stockholders’ Equity

As of March 31, 2017, there were 18,000,000 shares of common stock, par value $0.001 per share, authorized, with 11,850,624 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 March 31, 2017, and December 31, 2016, we owned approximately 89.1% 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.

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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 both March 31, 2017, and December 31, 2016, there were 1,449,258 OP Units held by non-controlling limited partners. In addition, as of March 31, 2017, $745,879 OP Units held by non-controlling limited partners had been held for the required period of 12 months and thus were eligible to be redeemed for either cash or shares of our common stock.

Distributions

The distributions to common stockholders declared by our Board of Directors and paid by us during the three months ended March 31, 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
		Three Months Ended March 31, 2017		$	0.12900

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
		Three Months Ended March 31, 2016		$	0.12000

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.

We will provide information related to the federal income tax characterization of our 2017 distributions in an IRS Form 1099-DIV, which will be mailed to our stockholders in January 2018.

Registration Statement

We filed a universal registration statement on Form S-3 (File No. 333-194539) with the SEC on March 13, 2014 (the "2014 Registration Statement"), which the SEC declared effective on April 2, 2014. The 2014 Registration Statement, which was scheduled to expire on April 1, 2017, permitted us to issue up to an aggregate of $300.0 million in securities, consisting of common stock, senior common stock, preferred stock, subscription rights, debt securities and depository shares, including through separate, concurrent offerings of two or more such securities. We issued a total of 4,013,763 shares of common stock and 1,150,000 shares of preferred stock for aggregate gross proceeds of approximately $73.1 million under the 2014 Registration Statement.

On March 30, 2017, we filed a new universal registration statement on Form S-3 (File No. 333-217042) with the SEC (the "2017 Registration Statement") to replace the expiring 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 March 31, 2017, we have not issued any securities under the 2017 Registration Statement.

In conjunction with the replacement of the 2014 Registration Statement, 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, each of which are included in General and administrative expenses on our accompanying Condensed Consolidated Statement of Operations, during the three months ended March 31, 2017.

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2017 Equity Issuance

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 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”). No shares were issued or sold under the ATM Program during the three months ended March 31, 2017. Through March 31, 2017, we have issued and sold a total of 64,561 shares of our common stock at an average sales price of $10.23 per share for gross proceeds of approximately $660,000 and net proceeds of $650,000.

Subsequent to March 31, 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. COMMITMENTS AND CONTINGENCIES

Operating Obligations

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 three new wells, and the planting of over 800 acres of new almond trees. The project is estimated to cost approximately $8.3 million and is expected to be completed during the three months ending June 30, 2017. As stipulated in the lease, we will earn additional rent on the total cost of the development project commensurate with the yield on the initial acquisition and based on the timing of related cash disbursements made by us. As of March 31, 2017, we have expended or accrued approximately $8.2 million related to this project, and, as a result, we expect to receive approximately $5.1 million of additional rent throughout the remainder of the lease term, which expires January 9, 2031.

Litigation

We are not currently subject to any material known or threatened litigation.

NOTE 9. EARNINGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2017 and 2016, computed using the weighted average number of shares outstanding during the respective periods. 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, as there would be no effect on the amounts since the non-controlling limited partners’ share of income would also be added back to net income. Net income figures are presented net of non-controlling interests in the earnings per share calculations.



	For the Three Months Ended March 31,
	2017		2016
	(Dollars in thousands, except per share amounts)
Net income attributable to the Company	$	152	$	234
Weighted average number of common shares outstanding – basic and diluted	10,395,736		9,992,941
Earnings per common share – basic and diluted	$	0.01	$	0.02

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For the three months ended March 31, 2017 and 2016, the weighted-average number of OP Units held by non-controlling limited partners was 1,449,258 and 237,698, respectively.

NOTE 10. SUBSEQUENT EVENTS

Related-Party Agreements

On April 11, 2017, we entered into a Second Amended and Restated Investment Advisory Agreement (the "Amended Advisory Agreement") with our Adviser that became effective April 1, 2017. Our entrance into the Amended Advisory Agreement was 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, effective April 1, 2017, for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the "Financing Arrangement Agreement"). A summary of the compensation terms for each of the Amended Advisory Agreement and the Financing Arrangement Agreement follows.

Amended Advisory Agreement

Pursuant to the Amended Advisory Agreement, effective April 1, 2017, our Adviser will be compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee and a termination fee. Each of these fees is described below.

Base Management Fee

A base management fee will be paid quarterly and will be calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter's total adjusted equity, which is defined as total equity plus total mezzanine equity, if any, each as reported on our balance sheet, adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items ("Total Equity").

Incentive Fee

An incentive fee will be calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO (as defined below) for a particular quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter's Total Equity. For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Amended Advisory Agreement as FFO (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 paid on preferred stock securities that are not treated as a liability for GAAP purposes. Our Adviser will receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO does 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 exceeds the hurdle rate but is 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).

Capital Gains Fee

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'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

In the event of our termination of the Amended Advisory Agreement 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.

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

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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 third-party brokers and market conditions.

Distributions

On April 11, 2017, our Board of Directors declared the following monthly cash distributions to common stockholders and holders of our Term Preferred Stock:



Record Date	Payment Date	Distribution per Common Share		Dividend per share of Term Preferred Stock
April 21	April 28	$	0.04350	$	0.1328125
May 19	May 31	0.04350		0.1328125
June 21	June 30	0.04350		0.1328125
Total:		$	0.13050	$	0.3984375

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 Partnership as of the above record dates.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All statements contained herein, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements. For further information about these and other factors that could affect our future results, please see the captions titled "Forward-Looking Statements" and “Risk Factors” in this report and our Annual Report on Form 10-K for the year ended December 31, 2016 (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; we are not a grower, nor do we farm the properties we own. We currently own 59 farms comprised of 54,340 acres across seven states in the U.S. (Arizona, California, Colorado, Florida, Michigan, Nebraska and Oregon). 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 89.1% of the units of limited partnership interest in the Operating Partnership (“OP Units”).

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 pay directly their salaries, benefits and general expenses.

Leases

General

Our farms are currently leased to 40 different, third-party tenants that are either independent or corporate farming operations. 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 59 farms are leased under agricultural leases with original terms ranging from 1 to 15 years, with 39 farms leased on a pure triple-net basis, and 20 farms leased on a partial-net basis, with the landlord responsible for all or a portion of the related property taxes. Additionally, five of our farms are leased under agreements that include a variable rent component based on the success of the farms' harvests each year.

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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. We currently have nine agricultural leases that are scheduled to expire in 2017. The following table summarizes the lease expirations by year for the properties owned and with leases in place as of March 31, 2017 (dollars in thousands):



Year	Number of Expiring Leases		Expiring Leased Acreage	% of Total Acreage	Rental Revenue for the Three Months Ended March 31, 2017		% of Total Revenue
2017	11	⁽¹⁾	866	1.6%	$	570	9.9%
2018	4		2,710	5.0%	206		3.6%
2019	3		2,524	4.6%	314		5.5%
2020	9		28,200	51.9%	1,591		27.7%
2021	5		6,954	12.8%	485		8.4%
2022	1		145	0.3%	79		1.4%
Thereafter	16		12,941	23.8%	2,503		43.5%
Totals	49		54,340	100.0%	$	5,748	100.0%


⁽¹⁾	Includes two oil and gas leases, for which we recorded aggregate rental revenue of approximately $8,000 during the three months ended March 31, 2017.

We are currently in negotiations with the existing tenants on our farms that have leases scheduled to expire in 2017, and we anticipate being able to renew each of the leases prior to their respective expirations with the existing tenants. However, there can be no assurance that we will be able to renew the leases at rates favorable to us, if at all, or be able to find replacement tenants, if necessary.

Recent Developments

Investment, Leasing and Other Portfolio Activity

Property Acquisitions

Since January 1, 2017, through the date of this filing, we have acquired one farm, which is summarized in the table below (dollars in thousands):

Property

Name

Property

Location

Acquisition

Date

Total

Acreage

Number

Farms

Primary

Crop(s)

Lease

Term

Renewal

Options

Total

Purchase

Price

Acquisition

Costs

Annualized

Straight-line

Rent⁽¹⁾

Citrus Boulevard

Stuart, FL

1/12/2017

3,748

Organic Vegetables

7 years

3 (5 years)

54,000

⁽²⁾

2,926


⁽¹⁾	Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.


⁽²⁾	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.

Financing Activity

Farm Credit

Farm Credit CFL

In April 2017, we received interest patronage, or refunded interest, from Farm Credit of Central Florida, FLCA (“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. Refer to Note 4, "Borrowings," in the notes to our accompanying condensed consolidated financial statements for further discussion on the Farm Credit CFL borrowings.

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Farm Credit West

In February 2017, we received interest patronage from Farm Credit West, FLCA (“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 3.66% to a weighted-average effective interest rate of 2.90%. 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. Refer to Note 4, "Borrowings," in the notes to our accompanying condensed consolidated financial statements for further discussion on the Farm Credit CFL borrowings.

Farmer Mac

Pursuant to a bond purchase agreement we entered into with Federal Agricultural Mortgage Corporation ("Farmer Mac") and Farmer Mac Mortgage Securities Corporation, a wholly-owned subsidiary of Farmer Mac, for a secured note purchase facility that provides for bond issuances up to an aggregate principal amount of $125.0 million (the "Farmer Mac Facility"), during the three months ended March 31, 2017, we issued four bonds for an aggregate amount of $32.4 million, the terms of which are summarized in the aggregate in the table below (dollars in thousands):



Date of Issuance	Gross Proceeds			Maturity Dates	Principal Amortization	Interest Rate Terms
1/12/2017	$	32,400	⁽¹⁾	1/10/2020-1/12/2024	None	2.80%–3.63%, fixed throughout respective terms


⁽¹⁾	Proceeds from these bonds were used for the acquisition of a new property.

2017 Equity Issuance

In March 2017, we completed a public offering of our common stock at public offering price of $11.35 per share (the “2017 Follow-on Offering”). Including the underwriters' exercise of a portion of their over-allotment option, we issued a total of 1,825,749 shares in connection with the 2017 Follow-on Offering, resulting in gross proceeds of approximately $20.7 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $19.6 million. We used the proceeds received from this offering to repay existing indebtedness and for other general corporate purposes.

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 59 farms leased to 40 different, unrelated tenants. While our focus remains in farmland suitable for growing fresh produce annual row crops, we have also begun to diversify our portfolio into farmland suitable for other crop types, including permanent crops, consisting primarily of almonds, pistachios and blueberries, and certain commodity crops, consisting primarily of corn and beans. The following table summarizes the different sources of revenues for our properties with leases in place as of and for the three months ended March 31, 2017 and 2016 (dollars in thousands):



	As of and For the					As of and For the					Annualized GAAP Rental Revenue as of
	Three Months Ended March 31, 2017					Three Months Ended March 31, 2016					March 31, 2017
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⁽¹⁾	13,516	31.0%	$	3,593	62.5%	9,294	51.9%	$	2,638	71.7%	$	14,645	62.7%
Annual row crops – commodity crops⁽²⁾	25,874	59.3%	681		11.9%	7,316	40.9%	368		10.0%	2,799		12.0%
Subtotal – Total annual row crops	39,390	90.3%	4,274		74.4%	16,610	92.8%	3,006		81.7%	17,444		74.7%
Permanent crops⁽³⁾	4,253	9.7%	1,007		17.5%	1,293	7.2%	351		9.5%	4,027		17.3%
Subtotal – Total crops	43,643	100.0%	5,281		91.9%	17,903	100.0%	3,357		91.2%	21,471		92.0%
Facilities and other⁽⁴⁾	—	—	467		8.1%	—	—	323		8.8%	1,868		8.0%
Total	43,643	100.0%	$	5,748	100.0%	17,903	100.0%	$	3,680	100.0%	$	23,339	100.0%


⁽¹⁾	Includes berries and other fruits, such as 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.


⁽²⁾	Includes alfalfa, barley, corn, edible beans, grass, popcorn, soybeans and wheat.


⁽³⁾	Includes almonds, avocados, blueberries, lemons and pistachios.


⁽⁴⁾	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) a surface area lease with an oil company on a small parcel of one of our properties; and (iii) unimproved or nonfarmable acreage on certain of our farms.

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Our acquisition of 47 farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the different geographic locations of our properties with leases in place as of and for the three months ended March 31, 2017 and 2016 (dollars in thousands):



	As of and For the					As of and For the					Annualized GAAP Rental Revenue as of
	Three Months Ended March 31, 2017					Three Months Ended March 31, 2016					March 31, 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	6,713	12.4%	$	2,857	49.7%	3,576	15.5%	$	2,140	58.2%	$	11,430	49.0%
Florida	9,315	17.1%	1,531		26.6%	5,094	22.1%	743		20.2%	6,469		27.7%
Colorado	30,170	55.5%	673		11.7%	6,191	26.9%	124		3.4	2,691		11.5%
Oregon	2,313	4.3%	294		5.1%	2,313	10.1%	293		7.9%	1,177		5.0%
Arizona	3,000	5.5%	186		3.2%	3,000	13.1%	173		4.7%	742		3.2%
Nebraska	2,559	4.7%	145		2.6%	2,559	11.1%	145		3.9%	580		2.5%
Michigan	270	0.5%	62		1.1%	270	1.2%	62		1.7%	250		1.1%
	54,340	100.0%	$	5,748	100.0%	23,003	100.0%	$	3,680	100.0%	$	23,339	100.0%


⁽¹⁾	Annualized GAAP rental revenue is based on the minimum rental payments required per the leases in place as of March 31, 2017, and includes the amortization of any above-market lease values or accretion of any below-market lease values, deferred revenue and tenant improvements.

Our Adviser and Administrator

We are externally managed pursuant to a contractual investment advisory arrangement (the “Advisory Agreement”) with our Adviser, under which our Adviser directly employs certain of our personnel and pays their payroll, benefits and general expenses directly, and our Administrator provides administrative services to us pursuant to a separate 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") with our Adviser that became effective April 1, 2017. Our entrance into the Amended Advisory Agreement was approved unanimously by our board of directors, including, specifically, our independent directors.

A summary of each of the Advisory Agreement and the Administration Agreement is provided in Note 6 to our consolidated financial statements in our 2016 Form 10-K. A summary of the compensation terms for the Amended Advisory Agreement is below.

Amended Advisory Agreement

Pursuant to the Amended Advisory Agreement, effective April 1, 2017, our Adviser will be compensated as follows:


•	A base management fee will be paid quarterly and will be calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter's total adjusted equity, which is defined as total equity plus total mezzanine equity, if any, each as reported on our balance sheet, adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items ("Total Equity").

•


•	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

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capital gains fees paid in prior periods. For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property's original acquisition price plus any subsequent, non-reimbursed capital improvements). At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid.

•

In the event of our termination of the Amended Advisory Agreement (or in the event of non-renewal by us) for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.

We expect this amendment to result in an increase to our base management fee in future periods, as the previous base management fee calculation did not include non-controlling interests in our Operating Partnership. In addition, if, in the future, we choose to issue either securities that are classified as mezzanine equity or preferred stock that is required to be treated as permanent equity under GAAP, these amounts will increase the base on which our base management fee is calculated, whereas they were excluded in the previous calculation of our base management fee. However, we expect our overall incentive fee (including the capital gains-based incentive fee) to be lower in future periods due to: (i) a higher base management fee (which will result in a lower Pre-Incentive Fee FFO) and (ii) a lower fee on any capital gains we may realize, as the previous incentive fee calculation essentially included a 20% fee on realized capital gains.

Critical Accounting Policies

The preparation of our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of our significant accounting policies is provided in Note 2 to our consolidated financial statements in our 2016 Form 10-K. There were no material changes to our critical accounting policies during the three months ended March 31, 2017.

RESULTS OF OPERATIONS

For the purposes of the following discussions on certain operating revenues and expenses:


•	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 three months ended March 31, 2016;


•	Properties acquired subsequent to prior-year period are properties acquired subsequent to March 31, 2016; and


•	Properties with vacancy represent properties that were vacant at any point during either period presented. We did not have any properties with vacancy during either of the three months ended March 31, 2017 or 2016.

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A comparison of our operating results for the three months ended March 31, 2017 and 2016 is below (dollars in thousands):



	For the Three Months Ended March 31,
	2017			2016			$ Change			% Change
Operating revenues:
Rental revenues	$	5,748		$	3,680		$	2,068		56.2%
Tenant recovery revenue	2			3			(1		)	(33.3)%
Total operating revenues	5,750			3,683			2,067			56.1%
Operating expenses:
Depreciation and amortization	1,472			977			495			50.7%
Property operating expenses	248			213			35			16.4%
Acquisition-related expenses	9			95			(86		)	(90.5)%
Management and incentive fees, net of fee credits	744			387			357			92.2%
Administration fee	227			212			15			7.1%
General and administrative	446			399			47			11.8%
Total operating expenses	3,146			2,283			863			37.8%
Operating income	2,604			1,400			1,204			86.0%
Other income (expense)
Other income	184			95			89			93.7%
Interest expense	(2,157		)	(1,255		)	(902		)	71.9%
Distributions on Term Preferred Stock	(458		)	—			(458		)