Quarterly report pursuant to Section 13 or 15(d)

Real Estate and Intangible Assets

v3.20.1
Real Estate and Intangible Assets
3 Months Ended
Mar. 31, 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 113 farms we owned as of March 31, 2020 (dollars in thousands, except for footnotes):
Location
 
No. of Farms
 
Total
Acres
 
Farm Acres
 
Net Cost Basis(1)
 
Encumbrances(2)
California(3)
 
42
 
14,830
 
13,610
 
$
420,149

 
$
259,322

Florida
 
23
 
20,770
 
16,256
 
210,535

 
132,492

Arizona(4)
 
6
 
6,280
 
5,228
 
56,987

 
22,087

Colorado
 
12
 
32,773
 
25,577
 
49,141

 
26,687

Nebraska
 
8
 
7,104
 
6,402
 
27,364

 
17,246

Michigan
 
15
 
962
 
682
 
12,344

 
7,573

Texas
 
1
 
3,667
 
2,219
 
8,317

 
5,227

Washington
 
1
 
746
 
417
 
8,166

 
5,005

Oregon
 
3
 
418
 
363
 
6,233

 
3,785

North Carolina
 
2
 
310
 
295
 
2,274

 
1,238

 
 
113
 
87,860
 
71,049
 
$
801,510

 
$
480,662

(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 $3.1 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 March 31, 2020, this investment had a net carrying value of approximately $621,000 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 $2.0 million as of March 31, 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 March 31, 2020, and December 31, 2019 (dollars in thousands):
 
March 31, 2020
 
December 31, 2019
Real estate:
 
 
 
Land and land improvements
$
590,137

 
$
583,247

Irrigation and drainage systems
111,519

 
108,222

Horticulture
108,102

 
107,941

Farm-related facilities
20,665

 
20,665

Other site improvements
7,180

 
7,180

Real estate, at gross cost
837,603

 
827,255

Accumulated depreciation
(38,147
)
 
(35,174
)
Real estate, net
$
799,456

 
$
792,081


Real estate depreciation expense on these tangible assets was approximately $3.4 million and $2.3 million for the three months ended March 31, 2020 and 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 March 31, 2020, and December 31, 2019, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.1 million and $2.2 million, respectively. We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $75,000 and $74,000 during the three months ended March 31, 2020 and 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 March 31, 2020, and December 31, 2019 (dollars in thousands):
 
March 31, 2020
 
December 31, 2019
Lease intangibles:
 
 
 
Leasehold interest – land
$
3,498

 
$
3,498

In-place leases
2,007

 
2,293

Leasing costs
1,585

 
2,066

Tenant relationships
414

 
414

Lease intangibles, at cost
7,504

 
8,271

Accumulated amortization
(3,503
)
 
(3,444
)
Lease intangibles, net
$
4,001

 
$
4,827


Total amortization expense related to these lease intangible assets, including amounts charged to amortization expense due to early lease terminations, was approximately $826,000 and $324,000 for the three months ended March 31, 2020 and 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 March 31, 2020, and December 31, 2019 (dollars in thousands):
 
 
March 31, 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)
 
$
201

 
$
(72
)
 
$
111

 
$
(41
)
Below-market lease values and other deferred revenues(2)
 
(886
)
 
282

 
(886
)
 
257

 
 
$
(685
)
 
$
210

 
$
(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 $31,000 and $33,000 for the three months ended March 31, 2020 and 2019, respectively. Total accretion related to below-market lease values and other deferred revenues was approximately $25,000 and $38,000 for the three months ended March 31, 2020 and 2019, respectively.
Acquisitions
Upon our adoption of ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” on October 1, 2016, most acquisitions, including those with a prior leasing history, are generally treated as an asset acquisition under ASC 360. For acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs, other than those costs that directly related to either originating new leases we execute upon acquisition or reviewing in-place leases we assumed upon acquisition, are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired or liabilities assumed. Upon our adoption of ASU 2016-02 on January 1, 2019, costs that directly related to either negotiating and originating new leases or reviewing assumed leases (generally, external legal costs) are expensed as incurred, whereas these costs were generally capitalized as part of leasing costs under the previous leasing standard. 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. Unless otherwise noted, all properties acquired since our adoption of ASU 2016-02 were accounted for as asset acquisitions under ASC 360.
2020 Acquisitions
During the three months ended March 31, 2020, we acquired two 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

 
$

 
 
 
 
 
 
1,325
 
2
 
 
 
 
 
 
 
$
7,500

 
$
39

 
$
417

 
$

(1) 
Includes approximately $4,000 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.
During the three months ended March 31, 2020, we recognized lease revenue of approximately $88,000 and net income of approximately $70,000 related to the above acquisition.
2019 Acquisitions
During the three months ended March 31, 2019, we acquired one new farm, which is 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

 
 
 
 
 
 
695
 
1
 
 
 
 
 
 
 
$
2,400

 
$
33

 
$
126

 
$
1,440

(1) 
Includes approximately $4,000 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.
During the three months ended March 31, 2019, we recognized operating revenues of approximately $24,000, and net income of approximately $2,000 related to the above acquisition.
Purchase Price Allocations
The allocation of the aggregate purchase price for the farms acquired during each of the three months ended March 31, 2020 and 2019 is as follows (dollars in thousands):
Acquisition Period
 
Land and Land
Improvements
 
Irrigation &
Drainage Systems
 
Total Purchase
Price
2020 Acquisitions
 
$
6,843

 
$
657

 
$
7,500

2019 Acquisitions
 
2,090

 
310

 
2,400


Significant Existing Real Estate Activity
Leasing Activity
The following table summarizes certain leasing activity that occurred on our existing properties during the three months ended March 31, 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, & NE
9
6,287
 
$
4,057

3
5 / 2 / 2
 
$
3,992

5.9
4
5 / 4 / 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 three months ended March 31, 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 three months ended March 31, 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 three months ended March 31, 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 2,110 gross acres of farmland located in Fresno County, California (“Sutter Avenue”), which occurred in two phases during the year ended December 31, 2019, 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. On August 16, 2019, we acquired an 11.75% ownership interest in the LLC that was valued at approximately $280,000 at the time of acquisition. On November 1, 2019, we acquired an additional 13.25% interest in the LLC that was valued at approximately $307,000 at the time of acquisition. 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 months ended March 31, 2020, we recorded approximately $34,000 of additional income (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 income recognized by the LLC. Prior to the three months ended March 31, 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 $621,000 and $587,000, as of March 31, 2020, and December 31, 2019, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
Future Minimum Lease Payments
We account for all of our leasing arrangements in which we are the lessor as operating leases. The majority of our leases are subject to fixed rental increases, and a small subset of our lease portfolio includes lease payments based on an index, such as the consumer price index (“CPI”). In addition, several of our leases contain participation rent components based on the gross revenues earned on the respective farms. Most of our leases also include tenant renewal options; however, these renewal options are generally based on then-current market rental rates and are therefore typically excluded from the determination of the minimum lease term. Our leases do not generally include tenant termination options.
The following table summarizes the future lease payments to be received under non-cancelable leases as of March 31, 2020, and December 31, 2019 (dollars in thousands):
 
 
 
Future Lease Payments(1)
Period
 
March 31, 2020
 
December 31, 2019
For the remaining nine months ending December 31:
2020
 
$
33,713

 
$
46,483

For the fiscal years ending December 31:
2021
 
41,004

 
40,799

 
2022
 
40,007

 
38,793

 
2023
 
40,291

 
39,351

 
2024
 
34,426

 
34,080

 
Thereafter
 
124,482

 
125,137

 
 
 
$
313,923

 
$
324,643

(1) 
Excludes variable rent payments, such as potential rent increases that are based on CPI or future contingent rents based on a percentage of the gross revenues earned on the respective farms.
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 three months ended March 31, 2020 and 2019 (dollars in thousands):
 
 
As of and For the three months ended March 31, 2020
 
As of and For the three months ended March 31, 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)
 
42
 
14,830
 
16.9%
 
$
6,816

 
44.6%
 
33
 
10,147
 
13.7%
 
$
3,734

 
47.7%
Florida
 
23
 
20,770
 
23.6%
 
3,335

 
21.8%
 
22
 
17,184
 
23.2%
 
2,339

 
29.9%
Arizona
 
6
 
6,280
 
7.1%
 
3,331

 
21.8%
 
6
 
6,280
 
8.5%
 
539

 
6.9%
Colorado
 
12
 
32,773
 
37.3%
 
823

 
5.4%
 
10
 
31,448
 
42.6%
 
696

 
8.9%
Nebraska
 
8
 
7,104
 
8.1%
 
385

 
2.5%
 
3
 
3,254
 
4.4%
 
60

 
0.8%
Michigan
 
15
 
962
 
1.1%
 
170

 
1.1%
 
5
 
446
 
0.6%
 
21

 
0.2%
Oregon
 
3
 
418
 
0.5%
 
130

 
0.9%
 
3
 
418
 
0.6%
 
128

 
1.6%
Washington
 
1
 
746
 
0.8%
 
123

 
0.8%
 
1
 
746
 
1.0%
 
122

 
1.5%
Texas
 
1
 
3,667
 
4.2%
 
112

 
0.7%
 
1
 
3,667
 
5.0%
 
131

 
1.7%
North Carolina
 
2
 
310
 
0.4%
 
55

 
0.4%
 
2
 
310
 
0.4%
 
60

 
0.8%
TOTALS
 
113
 
87,860
 
100.0%
 
$
15,280

 
100.0%
 
86
 
73,900
 
100.0%
 
$
7,830

 
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 March 31, 2020, our farms were leased to 70 different, unrelated third-party tenants, with certain tenants leasing more than one farm. Due primarily to an early lease termination payment of approximately $3.0 million received from an outgoing tenant (“Tenant A”) during the three months ended March 31, 2020 (see “—Lease Termination” above), aggregate lease revenue attributable to Tenant A accounted for approximately $3.0 million, or 19.6%, of the total lease revenue recorded during the three months ended March 31, 2020. As of March 31, 2020, we are no longer a party to any contractual agreements with Tenant A. No other individual tenant represented greater than 10.0% of the total lease revenue recorded during the three months ended March 31, 2020.
Geographic Risk
Farms located in California, Florida, and Arizona accounted for approximately $6.8 million (44.6%), $3.3 million (21.8%) and $3.3 million (21.8%), respectively, of the total lease revenue recorded during the three months ended March 31, 2020. 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 our total lease revenue recorded during the three months ended March 31, 2020.