| SUBSEQUENT EVENTS |
SUBSEQUENT EVENTS
Acquisition Activity
Subsequent to June 30, 2019, through the date of this filing, we have acquired two farms, which are summarized in the table below (dollars in thousands, except for footnotes):
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Property
Name |
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Property
Location |
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Acquisition
Date |
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Total
Acreage |
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No. of
Farms |
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Primary
Crop(s) / Use |
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Lease
Term |
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Renewal
Options |
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Total
Purchase
Price |
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Acquisition
Costs(1)
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Annualized
Straight-line
Rent(2)
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San Juan Grade Road(3)
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Monterey, CA |
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7/11/2019 |
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324 |
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1 |
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Strawberries
& vegetables |
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0.3 years |
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None |
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$ |
9,000 |
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$ |
62 |
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$ |
575 |
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West Citrus Boulevard(4)
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Martin, FL |
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7/22/2019 |
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3,586 |
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1 |
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Water
retention |
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8.4 years |
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2 (10 years) |
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57,790 |
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434 |
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3,696 |
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3,910 |
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2 |
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$ |
66,790 |
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$ |
496 |
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$ |
4,271 |
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(1) |
Acquisitions will be accounted for as asset acquisitions in accordance with ASC 360. The figures above represent only costs paid or accrued for as of the date of this filing. |
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(2) |
Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. |
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(3) |
In connection with the acquisition of this property, we executed a 6-year, follow-on lease with a new tenant that begins upon the expiration of the 4-month lease executed on the date of acquisition. The follow-on lease includes one, 4-year extension option and provides for minimum annualized straight-line rents of approximately $606,000.
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(4) |
As partial consideration for the acquisition of this property, we issued 288,303 OP Units, constituting an aggregate fair value of approximately $3.3 million as of the acquisition date.
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Leasing Activity
The following table summarizes certain leasing activity that occurred on our existing properties during the six months ended June 30, 2019 (dollars in thousands, except footnotes):
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PRIOR LEASES |
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NEW LEASES |
Farm
Locations |
Number
of
Leases
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Total
Farm
Acres
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Total
Annualized
Straight-line
Rent(1)
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# of Leases
with
Participation
Rents
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Lease
Structures
(# of NNN
/ NN)(2)
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Total
Annualized
Straight-line
Rent(1)
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Wtd. Avg.
Term
(Years)
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# of Leases
with
Participation
Rents |
Lease
Structures
(# of NNN
/ NN)(2)
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FL |
1 |
547 |
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$ |
143 |
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0 |
0 / 1 |
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$ |
156 |
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6.0 |
0 |
0 / 1 |
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(1) |
Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. |
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(2) |
“NNN” refers to leases under triple-net lease arrangements, and “NN” refers to leases under partial-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.”
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Financing Activity
Subsequent to June 30, 2019, through the date of this filing, we have secured the following new financings (dollars in thousands):
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Issuer |
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Date of
Issuance
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Amount |
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Maturity
Date
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Principal
Amortization
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Interest Rate Terms(1)
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Rabo AgriFinance, LLC(2)
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7/10/2019 |
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$ |
5,514 |
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6/1/2029 |
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25.0 years |
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One-month LIBOR plus 1.750% |
GreenStone Farm Credit Services |
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7/11/2019 |
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1,609 |
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8/1/2044 |
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25.0 years |
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5.00%, fixed through June 30, 2029 (variable thereafter) |
GreenStone Farm Credit Services |
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7/11/2019 |
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3,060 |
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8/1/2044 |
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25.0 years |
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5.00%, fixed through June 30, 2029 (variable thereafter) |
Farm Credit West, FLCA |
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7/11/2019 |
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5,400 |
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5/1/2044 |
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24.5 years |
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4.24%, fixed through July 31, 2026 (variable thereafter) |
Farm Credit of Central Florida, ACA |
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7/22/2019 |
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31,850 |
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7/1/2027 |
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25.2 years |
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5.05%, fixed throughout term |
Farm Credit of Central Florida, ACA |
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7/22/2019 |
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5,850 |
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7/1/2027 |
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None
(interest only) |
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5.05%, fixed throughout term |
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(1) |
Stated rate is before refunded interest, or interest patronage (as described further in Note 4, “Borrowings,” in the accompanying notes to our condensed consolidated financial statements).
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(2) |
In connection with this loan, we entered into an interest rate swap agreement that will result in an effective fixed interest rate of 4.04% for this loan throughout its term.
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Gladstone Securities earned total financing fees of approximately $81,000 in connection with securing the above financings.
Equity Activity
Series B Preferred Stock
Subsequent to June 30, 2019, through the date of this filing, we have sold 229,294 shares of the Series B Preferred Stock for gross proceeds of approximately $5.7 million and net proceeds of approximately $5.2 million. Total Selling Commissions and Dealer-Manager Fees earned by Gladstone Securities as a result of these sales was approximately $527,000 (of which approximately $499,000 was remitted by Gladstone Securities to unrelated third-parties involved in the offering, such as participating broker-dealers and wholesalers).
June 2019 Offering Over-allotment
On July 16, 2019, the underwriters exercised a portion of the over-allotment option in connection with the June 2019 Offering, and, as a result, we issued an additional 277,297 shares of our common stock. The over-allotment settled on July 18, 2019, and resulted in gross proceeds of approximately $3.3 million and net proceeds (after deducting underwriting discounts and direct offering expenses borne by us) of approximately $3.1 million.
Distributions
On July 9, 2019, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:
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Issuance |
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Record Date |
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Payment Date |
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Distribution per Share |
Series A Term Preferred Stock: |
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July 22, 2019 |
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July 31, 2019 |
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$ |
0.1328125 |
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August 20, 2019 |
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August 30, 2019 |
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0.1328125 |
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September 17, 2019 |
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September 30, 2019 |
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0.1328125 |
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Total Series A Term Preferred Stock Distributions: |
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$ |
0.3984375 |
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Series B Preferred Stock: |
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July 24, 2019 |
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August 2, 2019 |
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$ |
0.125 |
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August 22, 2019 |
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August 30, 2019 |
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0.125 |
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September 24, 2019 |
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October 3, 2019 |
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0.125 |
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Total Series B Preferred Stock Distributions: |
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$ |
0.375 |
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Common Stock: |
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July 22, 2019 |
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July 31, 2019 |
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$ |
0.04455 |
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August 20, 2019 |
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August 30, 2019 |
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0.04455 |
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September 17, 2019 |
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September 30, 2019 |
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0.04455 |
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Total Common Stock Distributions: |
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$ |
0.13365 |
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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.
Amendment to Advisory Agreement
On July 9, 2019, we amended our previously-existing Advisory Agreement (as amended, the “Amended Advisory Agreement”), which was approved unanimously by our board of directors, including our independent directors. Under the Amended Advisory Agreement, the definition of Total Equity therein was revised to exclude preferred equity from both the Base Management Fee and Incentive Fee calculations, effective beginning with the fee calculations for the three months ending September 30, 2019. All other terms of our previously-existing Advisory Agreement remained the same.
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