Gladstone Land Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Real Estate and Intangible Assets

Real Estate and Intangible Assets

3 Months Ended

Mar. 31, 2021

All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about the 140 farms we owned as of March 31, 2021 (dollars in thousands, except for footnotes):


Location	No. of Farms	Total Acres	Farm Acres	Net Cost Basis(1)		Encumbrances(2)
California(3)(4)	56	25,202	23,531	$	622,177	$	383,829
Florida	23	20,770	16,256	209,525		129,527
Arizona(5)	6	6,280	5,228	57,368		19,575
Colorado	12	32,773	25,577	48,023		30,147
Washington	3	1,384	1,001	39,006		25,425
Nebraska	9	7,782	7,050	30,601		19,296
Michigan	15	962	682	11,832		7,011
Texas	1	3,667	2,219	8,306		5,117
Maryland	6	987	863	7,939		4,644
Oregon	3	418	363	6,091		3,839
South Carolina	3	597	447	3,790		2,259
North Carolina	2	310	295	2,235		1,206
Delaware	1	180	140	1,272		744
	140	101,312	83,652	$	1,048,165	$	632,619

(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 $3.6 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.

(3)Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties. As of March 31, 2021, this investment had a net carrying value of approximately $1.1 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet.

(4)Includes one farm in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041. The farm subject to this sublease consists of approximately five acres and had an aggregate net cost basis of approximately $784,000 as of March 31, 2021 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet).

(5)Includes 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 $2.3 million as of March 31, 2021 (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, 2021, and December 31, 2020 (dollars in thousands):


	March 31, 2021		December 31, 2020
Real estate:
Land and land improvements	$	714,676	$	713,333
Permanent Plantings	202,443		202,420
Irrigation and drainage systems	140,855		141,408
Farm-related facilities	32,812		28,146
Other site improvements	10,285		10,132
Real estate, at gross cost	1,101,071		1,095,439
Accumulated depreciation	(54,700)		(49,236)
Real estate, net	$	1,046,371	$	1,046,203

Real estate depreciation expense on these tangible assets was approximately $5.7 million and $3.4 million for the three months ended March 31, 2021 and 2020, respectively.

Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of both March 31, 2021, and December 31, 2020, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.0 million. We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $98,000 and $75,000 for the three months ended March 31, 2021 and 2020, respectively.

Intangible Assets and Liabilities

The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of March 31, 2021, and December 31, 2020 (dollars in thousands):


	March 31, 2021		December 31, 2020
Lease intangibles:
Leasehold interest – land	$	4,285	$	3,498
In-place leases	1,824		1,968
Leasing costs	1,616		1,640
Tenant relationships	127		127
Lease intangibles, at cost	7,852		7,233
Accumulated amortization	(3,462)		(3,501)
Lease intangibles, net	$	4,390	$	3,732

Total amortization expense related to these lease intangible assets was approximately $383,000 and $826,000 for the three months ended March 31, 2021 and 2020, respectively.

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, 2021, and December 31, 2020 (dollars in thousands):


	March 31, 2021				December 31, 2020
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	$	(110)	$	308	$	(154)
Below-market lease values and other deferred revenue(2)	(2,229)		372		(908)		336
	$	(1,974)	$	262	$	(600)	$	182

(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 $(44,000) and $31,000 for the three months ended March 31, 2021 and 2020, respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $36,000 and $25,000 for the three months ended March 31, 2021 and 2020, respectively.

Acquisitions

2021 Acquisitions

During the three months ended March 31, 2021, we acquired three 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)
Palmer Mill Road	Dorchester, MD	3/3/2021	228	2	Sod	10.0 years	2 (5 years)	$	1,600	$	48	$	89
Eight Mile Road - Port Facility	San Joaquin, CA	3/11/2021	5	1	Cooling Facility & Storage	9.8 years	3 (5 years)	3,977		30		189
			233	3				$	5,577	$	78	$	278

(1)Includes approximately $4,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

(2)Based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.

During the three months ended March 31, 2021, in the aggregate, we recognized operating revenues of approximately $25,000 and a net loss of approximately $4,000 related to the above acquisitions.

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)
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 aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.

(2)Unaudited; based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.

During the three months ended March 31, 2020, we recognized operating revenues of approximately $88,000 and net income of approximately $70,000 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, 2021 and 2020 is as follows (dollars in thousands):


Assets (Liabilities) Acquired	2021 Acquisitions		2020 Acquisitions
Land and Land Improvements	$	1,341	$	6,843
Irrigation & Drainage Systems	209		657

Farm-related Facilities	4,218		—
Other Site Improvements	88		—
Leasehold Interest—Land	787
In-Place Leases	110		—
Leasing Costs	145		—

Below-market Lease Values(1)	(1,321)		—

Total Purchase Price	$	5,577	$	7,500

(1)Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets.

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 March 31, 2021, our aggregate ownership interest in the LLC was 50.0%. 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, 2021 and 2020, we recorded (loss) income of approximately $(13,000) and $34,000, respectively (included on our Condensed Consolidated Statements of Operations and Comprehensive Income as (Loss) income from investments in unconsolidated entities), which represents our pro-rata share of the (loss) income recognized by the LLC. Our combined ownership interest in the LLC, which had an aggregate carrying value of approximately $1.1 million and $1.2 million, as of March 31, 2021, and December 31, 2020, respectively, is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.

Portfolio Concentrations

Credit Risk

As of March 31, 2021, our farms were leased to various 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 three months ended March 31, 2021.

Geographic Risk

Farms located in California and Florida accounted for approximately $9.9 million (61.9%) and $3.4 million (20.9%), respectively, of the total lease revenue recorded during the three months ended March 31, 2021. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster (such as an earthquake, wildfire, or flood) occur or climactic change impact the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. No other single state accounted for more than 10.0% of our total lease revenue recorded during the three months ended March 31, 2021.

Impairment

We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. As of March 31, 2021, and December 31, 2020, we concluded that none of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception.