Quarterly report pursuant to Section 13 or 15(d)

Real Estate and Intangible Assets

v3.20.2
Real Estate and Intangible Assets
9 Months Ended
Sep. 30, 2020
Real Estate [Abstract]  
REAL ESTATE AND INTANGIBLE ASSETS REAL ESTATE AND INTANGIBLE ASSETS
All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about the 123 farms we owned as of September 30, 2020 (dollars in thousands, except for footnotes):
Location No. of Farms Total
Acres
Farm Acres
Net Cost Basis(1)
Encumbrances(2)
California(3)
46 17,954 16,660 $ 467,464  $ 275,844 
Florida 23 20,770 16,256 210,427  130,667 
Arizona(4)
6 6,280 5,228 59,216  22,097 
Colorado 12 32,773 25,577 48,583  31,406 
Nebraska 9 7,782 7,050 30,744  19,331 
Michigan 15 962 682 12,105  7,619 
Texas 1 3,667 2,219 8,346  5,173 
Washington 1 746 417 7,895  4,909 
Maryland 4 759 693 6,316  3,728 
Oregon 3 418 363 6,163  3,999 
North Carolina 2 310 295 2,255  1,206 
Delaware 1 180 140 1,276  753 
123 92,601 75,580 $ 860,790  $ 506,732 
(1)Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Specifically, includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values, lease incentives, and investments in special-purpose LLCs included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Condensed Consolidated Balance Sheets.
(2)Excludes approximately $3.2 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.
(3)Includes ownership in a special-purpose LLC that owns a pipeline conveying water to one of our properties. As of September 30, 2020, this investment had a net carrying value of approximately $874,000 and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.
(4)Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $1.7 million as of September 30, 2020 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).
Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2020, and December 31, 2019 (dollars in thousands):
September 30, 2020 December 31, 2019
Real estate:
Land and land improvements $ 632,178  $ 583,247 
Irrigation and drainage systems 121,826  108,222 
Horticulture 120,684  107,941 
Farm-related facilities 21,879  20,665 
Other site improvements 7,245  7,180 
Real estate, at gross cost 903,812  827,255 
Accumulated depreciation (45,059) (35,174)
Real estate, net $ 858,753  $ 792,081 
Real estate depreciation expense on these tangible assets was approximately $3.6 million and $10.6 million for the three and nine months ended September 30, 2020, respectively, and approximately $3.0 million and $7.8 million for the three and nine months ended September 30, 2019, respectively.
Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of September 30, 2020, and December 31, 2019, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.0 million and $2.2 million, respectively. We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $76,000 and $228,000 for the three and nine months ended September 30, 2020, respectively, and approximately $72,000 and $218,000 for the three and nine months ended September 30, 2019, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of September 30, 2020, and December 31, 2019 (dollars in thousands):
September 30, 2020 December 31, 2019
Lease intangibles:
Leasehold interest – land $ 3,498  $ 3,498 
In-place leases 1,881  2,293 
Leasing costs 1,565  2,066 
Tenant relationships 180  414 
Lease intangibles, at cost 7,124  8,271 
Accumulated amortization (3,498) (3,444)
Lease intangibles, net $ 3,626  $ 4,827 
Total amortization expense related to these lease intangible assets, including amounts charged to amortization expense due to early lease terminations, was approximately $294,000 and $1.4 million for the three and nine months ended September 30, 2020, respectively, and approximately $460,000 and $1.1 million for the three and nine months ended September 30, 2019, respectively. See below, under “Significant Existing Real Estate Activity—Leasing Activity—Lease Termination” for further discussion of this lease termination.
The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2020, and December 31, 2019 (dollars in thousands):
  September 30, 2020 December 31, 2019
Intangible Asset or Liability Deferred
Rent Asset
(Liability)
Accumulated
(Amortization)
Accretion
Deferred
Rent Asset
(Liability)
Accumulated
(Amortization)
Accretion
Above-market lease values and lease incentives(1)
$ 255  $ (135) $ 111  $ (41)
Below-market lease values and other deferred revenue(2)
(943) 335  (886) 257 
$ (688) $ 200  $ (775) $ 216 
(1)Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Condensed Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Total amortization related to above-market lease values and lease incentives was approximately $32,000 and $94,000 for the three and nine months ended September 30, 2020, respectively, and approximately $31,000 and $97,000 for the three and nine months ended September 30, 2019, respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $28,000 and $78,000 for the three and nine months ended September 30, 2020, respectively, and approximately $46,000 and $123,000 for the three and nine months ended September 30, 2019, respectively.
Acquisitions
2020 Acquisitions
During the nine months ended September 30, 2020, we acquired 12 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Property
Name
Property
Location
Acquisition
Date
Total
Acres
No. of
Farms
Primary
Crop(s)
Lease
Term
Renewal
Options
Total
Purchase
Price
Acquisition
Costs
(1)
Annualized
Straight-line
Rent
(2)
New
Long-term
Debt
County Road 18 Phillips, CO 1/15/2020 1,325 2 Sugar beets, edible beans, potatoes, & corn 6.0 years None $ 7,500  $ 39  $ 417  $ 4,500 
Lamar Valley Chase, NE 5/7/2020 678 1 Potatoes, edible beans, & corn 6.7 years 2 (5 years) 3,500  42  204  2,100 
Driver Road(3)
Kern, CA 6/5/2020 590 1 Pecans 4.7 years 2 (10 years) 14,169  52  784  8,500 
Mt. Hermon Wicomico & Caroline, MD, and Sussex, DE 8/31/2020 939 5 Sod & vegetables 10.0 years 2 (5 years) 7,346  211  432  4,481 
Firestone Avenue(4)(5)(6)
Fresno, CA 9/3/2020 2,534 3 Pistachios and misc. organic & conventional vegetables 1.2 years 2 (5 years) 31,833  74  1,734  — 
6,066 12 $ 64,348  $ 418  $ 3,571  $ 19,581 
(1)Includes approximately $38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)The lease provides for an initial term of 14.7 years and includes six tenant termination options throughout the initial term. The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(4)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(5)Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(6)In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
During the three and nine months ended September 30, 2020, we recognized lease revenue of approximately $527,000 and $808,000, respectively, and net income of approximately $253,000 and $448,000, respectively, related to the above acquisitions.
2019 Acquisitions
During the nine months ended September 30, 2019, we acquired 20 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Property
Name
Property
Location
Acquisition
Date
Total
Acres
No. of
Farms
Primary
Crop(s) / Use
Lease
Term
Renewal
Options
Total
Purchase
Price
Acquisition
Costs
(1)
Annualized
Straight-line
Rent
(2)
New
Long-term
Debt
Somerset Road Lincoln, NE 1/22/2019 695 1 Popcorn & edible beans 4.9 years 1 (5 years) $ 2,400  $ 33  $ 126  $ 1,440 
Greenhills Boulevard(3)
Madera, CA 4/9/2019 928 1 Pistachios 10.6 years 2 (5 years) 28,550  141  1,721  17,130 
Van Buren Trail Van Buren, MI 5/29/2019 159 2 Blueberries & cranberries 10.6 years 2 (5 years) 2,682  26  206  1,609 
Blue Star Highway Allegran & Van Buren, MI 6/4/2019 357 8 Blueberries 10.6 years 2 (5 years) 5,100  30  390  3,060 
Yolo County Line Road Yolo, CA 6/13/2019 542 1 Olives for olive oil 14.6 years 1 (5 years) 9,190  68  624  5,514 
San Juan Grade Road(4)
Monterey, CA 7/11/2019 324 1 Strawberries & vegetables 0.3 years None 9,000  68  632  5,400 
West Citrus Boulevard(5)
Martin, FL 7/22/2019 3,586 1 Water retention 8.4 years 2 (10 years) 57,790  516  3,696  37,700 
Sutter Avenue (Phase I)(3)(6)
Fresno, CA 8/16/2019 1,011 1 Pistachios 8.2 years 2 (5 years) 33,000  146  2,106  16,500 
Las Posas Road(7)
Ventura, CA 8/28/2019 413 3 Sod & vegetables 3.3 years 1 (2 years) 21,320  111  1,283  12,792 
Withers Road(8)
Napa, CA 8/29/2019 366 1 Wine grapes 10.3 years 2 (10 years) 32,000  84  2,256  19,254 
8,381 20 $ 201,032  $ 1,223  $ 13,040  $ 120,399 
(1)Includes approximately $63,000 of external legal fees associated with negotiating and originating the lease associated with this acquisition, which cost was expensed in the period incurred.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(4)In connection with the acquisition of this property, we executed a six-year, follow-on lease with a new tenant that will commence upon the expiration of the four-month lease executed on the date of acquisition. The follow-on lease includes one, four-year extension option and provides for minimum annualized straight-line rents of approximately $606,000. In connection with the follow-on lease, we committed to provide up to $100,000 for certain irrigation improvements on the property.
(5)As partial consideration for the acquisition of this property, we issued 288,303 OP Units, constituting an aggregate fair value of approximately $3.3 million as of the acquisition date.
(6)In connection with the acquisition of this property, we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to an 11.75% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
(7)In connection with this acquisition, we executed two separate lease agreements with two different, unrelated third-party tenants. The lease term of 3.3 years represents the weighted-average term of the two leases. In addition, pursuant to one of these lease agreements, we committed to provide up to $1.0 million for certain irrigation improvements on the property.
(8)In connection with the acquisition of this property, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property. Subject to such approval, we also committed to contribute up to $40,000 per approved acre for the development of such vineyards. As provided for in the lease, we will earn additional rent on all of the aforementioned costs, if any, incurred by us. See below, under “Significant Existing Real Estate Activity—Property Add-on” for additional information on the subsequent approval of additional vineyard plantings.

During the three and nine months ended September 30, 2019, we recognized operating revenues of approximately $2.2 million and $2.8 million, respectively, and net income of approximately $574,000 and $793,000, respectively, related to the above acquisitions.
Purchase Price Allocations
The allocation of the aggregate purchase price for the farms acquired during each of the nine months ended September 30, 2020 and 2019 is as follows (dollars in thousands):
Assets (Liabilities) Acquired 2020 Acquisitions 2019 Acquisitions
Land and Land Improvements $ 44,154  $ 138,253 
Irrigation & Drainage Systems 7,250  17,789 
Horticulture 12,245  41,746 
Farm-related Facilities 189  2,013 
Other Site Improvements —  358 
In-Place Leases 101  560 
Leasing Costs 133  118 
Above-market Lease Values(1)
54  — 
Below-market Lease Values(2)
(58) (85)
Investment in LLC(1)
280  280 
Total Purchase Price $ 64,348  201,032 
(1)Included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
(2)Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets.
Significant Existing Real Estate Activity
Property Add-on
In connection with the acquisition of Withers Road, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property by February 25, 2020 (the “Permit Deadline”). In addition, if approval was obtained, we also committed to contribute up to $40,000 per approved acre for the development of such vineyards. While approval of the additional plantings was not received from the County of Napa by the Permit Deadline, in March 2020, we executed an agreement with the tenant on Withers Road to extend the Permit Deadline until August 24, 2020.
In April 2020, we received notification from the County of Napa informing us that it had approved of additional vineyard plantings on 38.7 acres of the property. As such, in May 2020, we paid additional compensation related to this acquisition of approximately $3.2 million. As a result, and pursuant to a lease amendment, we will earn additional straight-line rental income of approximately $335,000 per year throughout the remaining term of the lease, which expires on December 31, 2029. We will also earn additional rent on any of the aforementioned development costs as they are incurred by us.
Leasing Activity
The following table summarizes certain leasing activity that occurred on our existing properties during the nine months ended September 30, 2020 (dollars in thousands):
PRIOR LEASES
NEW LEASES(1)
Farm
Locations
Number
of
Leases
Total
Farm
Acres
Total
Annualized
Straight-line
Rent(2)
# of Leases
with
Participation
Rents
Lease
Structures
(# of NNN
/ NN / N)(3)
Total
Annualized
Straight-line
Rent
(2)
Wtd. Avg.
Term
(Years)
# of Leases
with
Participation
Rents
Lease
Structures
(# of NNN
/ NN / N)
(3)
AZ, CA, FL, & NE 14 7,141 $ 6,420  3 8 / 4 / 2 $ 6,554  6 4 9 / 5 / 0
(1)In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and Contingencies—Operating Obligations,” for additional information on these commitments.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements. For a description of each of these types of lease arrangements, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Leases—General.”
Lease Termination
On February 10, 2020, we reached an agreement with a tenant occupying four of our farms in Arizona to terminate the existing leases encompassing those four farms effective February 10, 2020. As part of the termination agreement, the outgoing tenant made a one-time termination payment to us of approximately $3.0 million, which we recognized as additional lease revenue during the nine months ended September 30, 2020. The prior leases were scheduled to expire on September 15, 2026 (with two of the farms subject to the renewal of certain state leases currently scheduled to expire on February 14, 2022, and February 14, 2025). In connection with the early termination of these leases, during the nine months ended September 30, 2020, we recognized approximately $89,000 of prepaid rent as additional lease revenue and wrote off an aggregate net deferred rent balance of approximately $254,000 against lease revenue. In addition, approximately $470,000 of unamortized lease intangible assets related to the terminated leases were written off and charged to amortization expense during the nine months ended September 30, 2020. Upon termination of these leases, we entered into a new, seven-year lease with a new tenant effective immediately. These leases are included in the Leasing Activity table above.
Investments in Unconsolidated Entities
In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring properties. As of September 30, 2020, our aggregate ownership interest in the LLC was 37.5%. As our investment in the LLC is deemed to constitute “significant influence,” we have accounted for this investment under the equity method.
During the three and nine months ended September 30, 2020, we recorded (loss) income of approximately $(19,000) and $7,000, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as Income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the LLC. Prior to fiscal year 2020, we had not recorded any material income or loss related to our ownership interest in the LLC. Our combined ownership interest in the LLC, which had an aggregate carrying value of approximately $874,000 and $587,000, as of September 30, 2020, and December 31, 2019, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
Portfolio Diversification and Concentrations
Diversification
The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of the nine months ended September 30, 2020 and 2019 (dollars in thousands):
  As of and For the nine months ended September 30, 2020 As of and For the nine months ended September 30, 2019
State Number
of
Farms
Total
Acres
% of
Total
Acres
Lease
Revenue
% of Total
Lease
Revenue
Number
of
Farms
Total
Acres
% of
Total
Acres
Lease
Revenue
% of Total
Lease
Revenue
California(1)
46 17,954 19.4% $ 22,153  52.9% 41 13,731 16.8% $ 13,872  51.0%
Florida 23 20,770 22.4% 10,006  23.9% 23 20,770 25.5% 7,785  28.6%
Arizona 6 6,280 6.8% 4,272  10.2% 6 6,280 7.7% 1,609  5.9%
Colorado 12 32,773 35.4% 2,501  6.0% 10 31,448 38.5% 2,126  7.8%
Nebraska 9 7,782 8.4% 1,159  2.7% 3 3,254 4.0% 264  1.0%
Michigan 15 962 1.0% 554  1.3% 15 962 1.2% 259  1.0%
Oregon 3 418 0.5% 395  0.9% 3 418 0.5% 386  1.4%
Washington 1 746 0.8% 368  0.9% 1 746 0.9% 383  1.4%
Texas 1 3,667 4.0% 337  0.8% 1 3,667 4.5% 394  1.4%
North Carolina 2 310 0.3% 120  0.3% 2 310 0.4% 125  0.5%
Maryland 4 759 0.8% 35  0.1% —% —  —%
Delaware 1 180 0.2% —% —% —  —%
TOTALS 123 92,601 100.0% $ 41,907  100.0% 105 81,586 100.0% $ 27,203  100.0%
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
Concentrations
Credit Risk
As of September 30, 2020, our farms were leased to 73 different, unrelated third-party tenants, with certain tenants leasing more than one farm. No individual tenant represented greater than 10.0% of the total lease revenue recorded during the nine months ended September 30, 2020.
Geographic Risk
Farms located in California, Florida, and Arizona accounted for approximately $22.2 million (52.9%), $10.0 million (23.9%) and $4.3 million (10.2%), respectively, of the total lease revenue recorded during the nine months ended September 30, 2020. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster (such as an earthquake, wildfire, or flood) occur or climactic change impact the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. None of our farms in California or Florida have been materially impacted by the recent wildfires or hurricanes that occurred in those respective regions. No other single state accounted for more than 10.0% of our total lease revenue recorded during the nine months ended September 30, 2020.