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

Quarterly report pursuant to Section 13 or 15(d)

Borrowings

Borrowings

6 Months Ended

Jun. 30, 2020

Our borrowings as of June 30, 2020, and December 31, 2019, are summarized below (dollars in thousands):



	Carrying Value as of						As of June 30, 2020
	June 30, 2020			December 31, 2019			Stated Interest Rates⁽¹⁾ (Range; Wtd. Avg)	Maturity Dates (Range; Wtd. Avg)
Notes and bonds payable:
Fixed-rate notes payable	$	404,531		$	394,569		3.00%–5.70%; 4.04%	2/14/2022–11/1/2045; August 2032
Fixed-rate bonds payable	90,131			90,380			2.61%–4.57%; 3.44%	12/11/2020–9/13/2028; May 2023
Total notes and bonds payable	494,662			484,949
Debt issuance costs – notes and bonds payable	(3,124		)	(3,120		)	N/A	N/A
Notes and bonds payable, net	$	491,538		$	481,829

Variable-rate revolving lines of credit	$	100		$	100		3.39%	4/5/2024

Total borrowings, net	$	491,638		$	481,929


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

As of June 30, 2020, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $821.3 million. The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.98% for each of the three and six months ended June 30, 2020, respectively, as compared to 3.93% for each of the three and six months ended June 30, 2019. In addition, 2019 interest patronage from our Farm Credit Notes Payable (as defined below), which we recorded during the three months ended March 31, 2020, resulted in a 20.4% reduction (approximately 98 basis points) to the stated interest rates on such borrowings. We are unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2020 on our Farm Credit Notes Payable.

As of June 30, 2020, we were in compliance with all covenants applicable to the above borrowings.

New MetLife Facility

As of December 31, 2019, our facility with Metropolitan Life Insurance Company (“MetLife”) consisted of a total of $200.0 million of term notes (the “Prior MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the Prior MetLife Term Notes, the “Prior MetLife Facility”). The draw period for the Prior MetLife Term Notes expired on December 31, 2019, with approximately $21.5 million being left undrawn, and MetLife had no obligation to disburse the remaining funds under those notes.

On February 20, 2020, we entered into an agreement with MetLife to remove the MetLife Lines of Credit from the Prior MetLife Facility and create a new credit facility consisting of a new $75.0 million long-term note payable (the “New MetLife Term Note”) and the MetLife Lines of Credit (collectively, the “New MetLife Facility”).

The following table summarizes the pertinent terms of the New MetLife Facility as of June 30, 2020 (dollars in thousands, except for footnotes):

Issuance

Aggregate

Commitment

Maturity

Dates

Principal

Outstanding

Interest Rate Terms

Undrawn

Commitment

New MetLife Term Note

75,000

⁽¹⁾

1/5/2030

—

N/A

⁽²⁾

75,000

⁽³⁾

MetLife Lines of Credit

75,000

4/5/2024

100

3-month LIBOR + 2.00%

⁽⁴⁾

74,900

⁽³⁾

Total principal outstanding

100


⁽¹⁾	If the aggregate commitment under the New MetLife Term Note is not fully utilized by December 31, 2022, MetLife has the option to be relieved of its obligation to disburse the additional funds under the New MetLife Term Note.


⁽²⁾	Interest rates on any disbursements under the New MetLife Term Note will be based on prevailing market rates at the time of such disbursements. In addition, through December 31, 2022, the New MetLife Term Note is also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the New MetLife Term Note).


⁽³⁾	Based on the properties that were pledged as collateral under the New MetLife Facility, as of June 30, 2020, the maximum additional amount we could draw under the facility was approximately $24.2 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 ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under each line of credit).

Farm Credit Notes Payable

From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 10 different Farm Credit associations (collectively, “Farm Credit”). During the six months ended June 30, 2020, we entered into the following loan agreements with Farm Credit (dollars in thousands):

Issuer

Date of

Issuance

Amount

Maturity

Date

Principal

Amortization

Interest Rate Terms⁽¹⁾

Premier Farm Credit, FLCA

5/14/2020

4,500

1/1/2045

24.6 years

4.00%, fixed through December 31, 2029 (variable thereafter)

Farm Credit West, FLCA

6/24/2020

600

5/1/2044

24.2 years

3.00%, fixed through July 31, 2026 (variable thereafter)

Farm Credit West, FLCA

6/24/2020

600

5/1/2044

24.2 years

3.00%, fixed through August 31, 2026 (variable thereafter)

Farm Credit West, FLCA

6/25/2020

8,500

11/1/2045

25.0 years

3.75%, fixed through June 30, 2030 (variable thereafter)


⁽¹⁾	Stated rate is before interest patronage, as described below.

Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our Condensed Consolidated Statements of Operations and Comprehensive Income. Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest expense is accrued. During the three months ended March 31, 2020, we recorded interest patronage of approximately $1.3 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2019, which resulted in a 20.4% reduction (approximately 98 basis points) to the stated interest rates on such borrowings.

Conterra Note Payable

During the six months ended June 30, 2020, we entered into a loan agreement with Conterra Agricultural Capital, LLC (“Conterra”), the terms of which are summarized in the following table (dollars in thousands):



Date of Issuance	Amount		Maturity Date	Principal Amortization	Interest Rate Terms
6/8/2020	$	2,100	7/1/2027	30.0 years	3.40%, fixed throughout term

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. As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate amount of $125.0 million (the “Farmer Mac Facility”) through December 11, 2018, after which date the Bond Purchaser had the option to continue buying new bonds issued under the Farmer Mac Facility.

During the six months ended June 30, 2020, we amended and restated one bond for $8.1 million that was previously issued under the Farmer Mac Facility and was originally scheduled to mature on January 10, 2020. The pertinent terms of the amended and restated bond are summarized in the table below (dollars in thousands):



Date of Issuance	Amount		Maturity Date	Principal Amortization	Interest Rate Terms
1/10/2020	$	8,100	1/12/2024	None (interest only)	2.66%, fixed throughout term

No prepayment penalty was incurred in connection with this amendment, and all other material items of the amended and restated bond remained unchanged.

Debt Service – Aggregate Maturities

Scheduled principal payments of our aggregate notes and bonds payable as of June 30, 2020, for the succeeding years are as follows (dollars in thousands):



Period		Scheduled Principal Payments
For the remaining six months ending December 31:	2020	$	19,361
For the fiscal years ending December 31:	2021	18,833
	2022	41,707
	2023	35,974
	2024	35,260
	2025	32,256
	Thereafter	311,271
		$	494,662

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 June 30, 2020, the aggregate fair value of our long-term notes and bonds payable was approximately $496.5 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $494.7 million. The fair value of our long-term 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 and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of June 30, 2020, is deemed to approximate their aggregate carrying value of $100,000.

Interest Rate Swap Agreement

In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings. In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates. We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Condensed Consolidated Balance Sheets. Generally, in the absence of observable market data, we will estimate the fair value of our interest rate swaps using estimates of certain data points, including estimated remaining life, counterparty credit risk, current market yield, and interest rate spreads of similar securities as of the measurement date. As of June 30, 2020, our interest rate swaps were valued using Level 2 inputs.

In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets. We record changes in fair value on a quarterly basis, using current market valuations at quarter end. The following table summarizes our interest rate swap as of June 30, 2020, and December 31, 2019 (dollars in thousands):



June 30, 2020						December 31, 2019
Aggregate Notional Amount		Aggregate Fair Value Asset		Aggregate Fair Value Liability		Aggregate Notional Amount		Aggregate Fair Value Asset		Aggregate Fair Value Liability
$	14,077	$	—	$	1,816	$	14,298	$	—	$	390

The following table presents the amount of loss recognized in comprehensive income within our condensed consolidated financial statements for the three and six months ended June 30, 2020 (dollars in thousands):



	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
Derivative in cash flow hedging relationship:
Interest rate swaps	$	169	$	1,426
Total	$	169	$	1,426

We were not party to any interest rate swap agreements during the three or six months ended June 30, 2019.

The following table summarizes certain information regarding our derivative instruments as of June 30, 2020, and December 31, 2019 (dollars in thousands):



		Derivative Liability Fair Value
Derivative Type	Balance Sheet Location	June 30, 2020		December 31, 2019
Derivatives Designated as Hedging Instruments:
Interest rate swaps	Other liabilities, net	$	1,816	$	390
Total		$	1,816	$	390